ALABAMA  POWER  COMPANY 


UNITED  STATES  MORTGAGE  AND  TRUST  COMPANY, 

as  Trustee 


flDottcjage  anb  ©eeb  of  tlrust 


Dated  June  1,  1921 


Securing: 


First  Mortgage  Lien  and  Refunding  Gold  Bonds. 


TABLE  OF  CONTEXTS. 


PAGE 

Parties  1 

Recitals: 

Corporate  authority  1 

Description  of  bond  issue  1 

Form  of  coupon  bond  2 

Form  of  coupon  5 

Form  of  registered  bond  5 

Form  of  Trustee’s  certificate  8 

Consent  of  stockholders  8 

Requirements  of  law  complied  with  8 

Granting  Clauses  8 

Clause  First.  Real  Estate  and  Appurtenances: 

Electric  generating  plant  9 

Electric  transmission  lines  20 

Electric  distributing  systems  29 

Gas  distributing  system  50 

Street  and  interurban  railway  lines  53 

Substations  for  distributing  electric  current  62 

Telephone  lines  69 

Dam  sites  70 

Other  real  estate  98 

General  description  and  after-acquired  property  102 

Clause  Second.  Franchises  and  Contracts  103 

Clause  Third. 

Bonds  103 

Shares  of  stock  104 

Definition  of  subsidiary  companies  105 

Indenture  stamp  105 

Authority  of  Trustee  to  cancel  indenture  stamp  105 

Clause  Fourth.  Property  Included  106 

Property  excluded  107 

Definitions  of  properties  mortgaged  and  pledged  107 

Habendum  107 

Prior  liens  107 

Grant  in  trust  108 

Defeasance  108 

ARTICLE  I. 

The  Bonds. 

Sec.  1.  Designation  of  bonds  109 

Amount  of  bonds  which  may  be  secured  by  this  indenture 
not  limited  110 


11 


PAGE 

Sec.  2.  Series,  variations  in  form  and  language  of  bonds  110 

Bonds  may  be  exchangeable  Ill 

Bonds  may  be  made  payable  in  foreign  countries Ill 

Place  of  payment,  etc.,  of  bonds  payable  in  foreign  countries  111 
Provisions  as  to  payment  of  taxes,  etc.,  may  be  made  in 

bonds  payable  in  foreign  countries  Ill 

Bonds  may  be  payable  without  deduction  for  taxes 112 

Date  of  issue,  maturity,  interest  rate  and  sinking  fund  may 

be  fixed  112 

Exchange  provisions  may  be  omitted  112 

Sec.  3.  6%  Series  due  1951  113 

Sec.  4.  Equivalents  in  foreign  money  114 

See.  5.  Denominations,  dates,  etc.,  of  coupon  and  registered  bonds  114 

Sec.  6.  Exchange  of  bonds  for  bonds  of  other  denominations 115 

Sec.  7.  Exchange  of  coupon  bonds  for  registered  bonds  and  vice  versa  117 

Sec.  8.  Registration  of  coupon  bonds  117 

Sec.  9.  Numbers,  identification  marks,  etc 118 

Sec.  10.  Charge  on  exchange  or  transfer  of  bonds  118 

Sec.  11.  Execution  of  bonds  119 

Sec.  12.  Temporary  bonds  119 

Sec.  13.  Destroyed  and  mutilated  bonds  120 

See.  14.  Effect  of  Trustee’s  certificate  120 

ARTICLE  II. 

Issue  and  Appropriation  of  Bonds. 

Sec.  15.  Initial  issue  of  $2,500,000  of  6%  Series  due  1951  120 

See.  16.  No  additional  bonds  may  be  issued  unless  net  earnings  permit  121 
Sec.  17.  Additional  bonds  may  be  issued  when  First  Mortgage  Bonds 

deposited  with  Trustee  121 

Directors’  resolution  requesting  bonds  against  deposit  of 

First  Mortgage  Bonds  122 

Net  earnings  certificate  122 

Net  earnings  defined  124 

Opinion  of  counsel  on  legality  125 

Sec.  18.  Additional  bonds  may  be  issued  for  additional  property, 

permanent  improvements,  etc 125 

Conditions,  provisions  and  limitations  of  issue  126 

Only  for  specified  business  purposes  126 

Certain  purposes  prohibited  126 

Eighty  per  cent  of  cost  or  value  126 

Amount  of  bonds  issuable  on  account  of  street  railways  128 
Amount  of  bonds  issuable  on  account  of  water  supply 

systems  128 

Where  additional  properties  must  be  located,  and  how  con- 
nected   128 

Disconnected  properties  defined  129 

Exception  in  case  of  disconnected  properties  129 


iii 

PAGE 

Effect  of  connecting  disconnected  property  with  system,  etc.  129 
Net  earnings  to  be  not  less  than  twice  annual  interest  charge  130 

No  bonds  issuable  if  mortgagor  is  in  default  131 

Instruments  to  be  delivered  to  Trustee  131 

Directors’  resolution  requesting  bonds  for  additional  prop- 
erty, etc 131 

Certificate  of  President  and  engineer  131 

Net  earnings  certificate  136 

Engineer’s  condition  certificate  136 

Conveyances  and  opinion  of  counsel  on  title  138 

Opinion  of  counsel  on  corporate  authority,  etc 139 

Independent  engineer’s  certificate  140 

Opinion  of  counsel  on  franchises  140 

Limited  exception  in  case  of  short  term  franchises  141 

See.  19.  Issue  of  bonds  against  cash  143 

Limitation  in  amount  of  bonds  issuable  against  cash  143 

See.  20.  Deposit  of  cash  to  cover  liens  144 

See.  21.  Issue  of  bonds  against  divisional  properties  146 

Sec.  22.  Issue  of  bonds  against  reservoir  or  reservoirs  148 

Sec.  23.  Issue  of  bonds  for  refunding  149 

Bonds  refunded  to  be  held  by  Trustee,  etc 151 

When  Trustee  required  to  withhold  bonds  152 

When  Trustee  not  required  to  withhold  bonds  153 

Sec.  24.  Issue  of  bonds  against  bonds  surrendered  for  cancellation  153 

Sec.  25.  No  bonds  to  be  issued  for  repairs,  etc 154 

Bonds  may  be  issued  against  permanent  improvements,  etc., 

in  process  of  construction  154 

Sec.  26.  No  limitation  on  price  of  bonds  154 

Sec.  27.  Dissent  of  Trustee  or  bondholders  from  engineer ’s  condition 

certificate  155 

Arbitration  155 

Bonds  certified  upon  deposit  of  deficiency  in  cash 157 

Sec.  28.  Certain  rights  not  to  be  deemed  liens,  etc 158 

ARTICLE  III. 

Development  op  Water  Power  Sites. 

Conditions  of  development  158 

Sec.  29.  Construction  bonds  159 

Lien  of  indenture  subordinated  159 

Limitation  upon  issue  of  construction  bonds  160 

Aggregate  amount  of  construction  bonds  160 

Number  of  plants  against  which  construction  bonds  may  be 

issued  at  any  one  time  160 

Lease  of  subsidiary  company’s  plant 160 

Plants  constructed  by  subsidiary  companies  to  be  subjected 

to  indenture  as  prior  lien,  etc 161 

Construction  bonds  may  be  extended,  etc 161 


IV 


PAGE 

Lease  to  be  extended  162 

Lease  pledged  162 

Sec.  30.  Sites  may  be  conveyed  to  subsidiary  companies  V 162 

Sec.  31.  Sites  on  Tennessee  River  may  be  conveyed  to  U.  S.  Govern- 
ment   163 

Procedure  in  case  of  subsequent  acquisition  163 

When  bonds  may  be  issued  against  water  power  plants  ac- 
quired from  U.  S.,  etc 164 

ARTICLE  IY. 

Particular  Covenants  of  Mortgagor. 

Sec.  32.  Seizin  and  title  165 

See.  33.  To  pay  principal  and  interest  165 

Coupons  transferred  or  extended  separately  after  maturity 

subordinated  165 

Sec.  34.  To  keep  an  office  or  agency  in  City  of  New  York 166 

Sec.  35.  To  pay  taxes  and  discharge  liens  166 

Sec.  36.  To  keep  property  insured  167 

Disposition  of  insurance  moneys  167 

Sec.  37.  To  keep  property  in  repair,  make  renewals,  provide  for  de- 
preciation, maintain  franchises,  etc 169 

Sec.  38.  Authority  of  Trustee  to  make  advances  169 

Sec.  39.  To  record  and  file  mortgage  170 

Sec.  40.  To  execute  instrument  of  further  assurance  170 

See.  41.  To  furnish  statements,  permit  inspection,  etc 170 

To  furnish  engineer’s  condition  certificate  171 

See.  42.  Not  to  issue  bonds  under  indenture  except  in  accordance 

with  its  terms  171 

Sec.  43.  Not  to  issue  First  Mortgage  Bonds  except  for  pledge,  etc.  171 

Sec.  44.  To  pay  its  Five  Year  Six  Per  cent.  Secured  Gold  Notes  and 

First  Mortgage  Bonds  172 

ARTICLE  V. 

Improvement  and  Sinking  Fund. 

Sec.  45.  Payments  into  improvement  and  sinking  fund  173 

Interest  allowed  on  improvement  and  sinking  fund  173 

Sec.  46.  Application  of  Improvement  and  Sinking  Fund 174 

Sec.  47.  Purchase  of  bonds  174 

Sec.  48.  Delivery  of  bonds  by  Mortgagor  to  Trustee  equivalent  to 

cash  payment  176 

Cancellation  of  bonds  acquired,  etc 177 

Procedure  when  registered  bonds  drawn  for  redemption  ....  177 

Improvement  and  Sinking  Fund  added  to  proceeds  of  sale 

in  case  of  foreclosure  177 

Sec.  49.  Mortgagor  to  execute  supplementary  indenture  upon  estab- 
lishment of  sinking  fund  177 


V 

ARTICLE  VI. 

Redemption  of  Bonds. 

• PAGE 

Sec.  50.  Bonds  redeemable  178 

Sec.  51.  Procedure  for  redemption  of  bonds  178 

Procedure  when  registered  bonds  are  drawn  for  redemption  179 
Sec.  52.  Redeemed  bonds  to  be  cancelled  179 

ARTICLE  VII. 

Possession,  Use  and  Release  of  Mortgaged  Property. 

Sec.  53.  Possession  and  use  of  property  by  Mortgagor  180 

See.  54.  Disposition  of  certain  property  without  consent  of  Trustee  180 

Sale  of  machinery,  etc 180 

Cancellation  and  alteration  of  contracts,  etc 181 

Surrender  or  modification  of  franchises  181 

Sale  of  mortgaged  property  undesirable  for  certain  purposes  182 

Conveyance  to  United  States  183 

Sale  of  power  on  Tallapoosa  River,  etc 183 

Sec.  55.  Release  of  mortgaged  property  when  First  Mortgage  not 

discharged  183 

Release  of  mortgaged  property  when  First  Mortgage  dis- 
charged   184 

Requirements  for  a release  184 

Directors’  resolution  requesting  release  184 

Certificate  of  President  and  engineer  184 

Disposition  of  consideration  185 

Opinion  of  counsel  185 

Other  instruments  186 

Sec.  56.  Obligations  and  money  received  and  property  acquired  on 

account  of  release  delivered  to  Trustee  186 

New  property  acquired  on  account  of  release  becomes  sub- 
ject to  lien  187 

Sec.  57.  Eminent  Domain;  disposition  of  proceeds  187 

Sec.  58.  Exercise  of  powers  by  receiver  or  trustee  188 

Sec.  59.  Purchaser  under  no  duty  to  inquire  188 

ARTICLE  VIII. 

Concerning  the  Pledged  Securities. 

Sec.  60.  Mortgagor  to  assign  to  Trustee  all  after-acquired  stock  of 

subsidiary  companies  189 

Sec.  60.  Trustee  may  assume  validity  of  pledged  securities  189 

Trustee  not  obliged  to  accept  stock  or  other  securities  189 

Trustee  may  transfer  shares  for  certain  purposes  190 

Shares  surrendered  upon  decrease  of  capital  stock  190 

Sec.  61.  Unless  in  default,  Mortgagor  may  vote  pledged  stock  190 

Trustee  may  vote  stock  in  case  of  default  191 


VI 


PAGE 

Sec.  G2.  Unless  in  default,  Mortgagor  shall  receive  all  dividends  ....  191 

As  coupons  attached  to  bonds  pledged  mature  to  be  can- 
celled and  delivered  to  Mortgagor  ' 191 

In  case  of  default  Trustee  to  revoke  dividend  orders,  etc.  192 
Sec.  63.  The  Mortgagor  not  to  sell  or  incumber  pledged  securities  192 

— to  retain  control  of  subsidiary  companies  192 

— to  preserve  corporate  existence  of  subsidiary  companies  192 
Sec.  64.  The  Mortgagor  not  to  permit  subsidiary  companies  to  bor- 
row money,  nor  to  mortgage  property,  nor  to  lease  or 
sell  dam  sites,  nor  to  create  additional  stock  except  as 

stated  193 

Sec.  65.  Assignment  or  pledge  of  stock  of  subsidiary  companies  not 

to  prevent  consolidation  or  merger  194 

Sec.  66.  Purchase  of  property  of  subsidiary  companies  in  event  of 

dissolution,  liquidation,  etc 195 

Sec.  67.  With  consent  of  Mortgagor,  Trustee  may  protect  interest 

of  bondholders  and  join  in  plan  of  reorganization  195 

Sec.  68.  When  bonds  under  divisional  mortgage  held  by  Trustee 

may  be  enforced  196 

Sec.  69.  Moneys,  etc.,  paid  on  account  of  the  principal  of  pledged 

securities  to  be  turned  over  to  Trustee;  how  disposed  of  197 
Sec.  70.  Trustee  under  no  duty  to  demand  payment  of  First  Mort- 
gage Bonds  pledged  until  default  in  First  Mortgage,  etc.  198 
Sec.  71.  Certificates  of  stock  of  subsidiary  may  be  released  by  Trustee  199 

ARTICLE  IX. 

Remedies  in  Case  of  Default. 

See.  72.  Defaults  199 

Principal  may  be  declared  due  200 

Sec.  73.  Right  to  take  possession  and  operate  201 

Sec.  74.  Right  of  Trustee  to  sell  pledged  securities  202 

Sec.  75.  Right  of  Trustee  to  sell  mortgaged  property  203 

Sec.  76.  Right  of  Trustee  to  institute  judicial  proceedings  204 

Remedies  cumulative  204 

Delay  in  exercising  rights — no  waiver  204 

See.  77.  Direction  by  majority  of  bondholders  205 

Sec.  78.  Appointment  of  receiver  205 

Sec.  79.  Bonds  due  in  event  of  sale  205 

Sec.  80.  Purchase  by  bondholders  or  Trustee  205 

Sec.  81.  Purchaser  protected  by  the  receipt  of  Trustee  206 

Sec.  82.  Application  of  proceeds  of  sale  under  foreclosure  206 

Sec.  83.  Waiver  of  redemption  laws,  etc 207 

Sec.  84.  Mortgagor  to  pay  principal  and  interest  upon  default  ....  208 

When  Trustee  may  recover  judgment  208 

Application  of  moneys  collected  209 

Sec.  85.  Limitation  upon  right  of  bondholders  to  institute  proceedings  209 

Sec.  86.  Waiver  of  period  of  grace  210 


vii 

ARTICLE  X. 

Evidence  of  Rights  of  Bondholders  and  Ownership  of  Bonds. 

page 

Sec.  87.  Instruments  executed  by  bondholders  211 

Sec.  88.  Bearer  of  coupon  bond  deemed  to  be  owner  212 

Person  in  whose  name  bond  registered  deemed  to  be  owner  212 
Mortgagor  and  Trustee  may  require  bondholder  to  submit 
bond  for  inspection  213 

ARTICLE  XI. 

Immunity  of  Incorporators,  Stockholders,  Officers  and  Directors. 
Sec.  89.  Immunity  of  incorporators,  etc 213 

ARTICLE  XII. 

Effect  of  Merger,  Consoiidation,  Etc. 

Sec.  90.  Mortgagor  may  consolidate,  etc 214 

Sec.  91.  Rights  of  successor  corporation  215 

Provisos  216 

Sec.  92.  Limitation  of  lien  in  case  of  merger  217 

Sec.  93.  Definition  of  “Mortgagor”  217 

Qualification  as  to  net  earnings  certificate  218 

Sec.  94.  Surrender  of  powers  by  Mortgagor  218 

ARTICLE  XIII. 

Concerning  the  Trustee. 

Sec.  95.  Conditions  of  accepting  trusts  218 

Trustee  not  responsible  for  recitals  or  in  other  respects  ....  219 

Trustee  under  no  duty  to  file  or  record  indenture 219 

— nor  liable  for  failure  of  Mortgagor  to  insure,  etc 219 

— nor  responsible  for  disposition  of  bonds,  etc 220 

Trustee  not  responsible  for  acts  of  its  attorneys,  agents,  etc.  220 

Trustee  may  require  indemnity  220 

— may  assume  no  default  exists  220 

— not  required  to  take  action  except  upon  request  221 

How  notice  given  to  Mortgagor  221 

Trustee  protected  in  acting  221 

When  Trustee  may  make  examinations  223 

How  request,  etc.,  of  Mortgagor  to  be  expressed  and  evi- 
denced   223 

When  Trustee  to  allow  interest  223 

Compensation  of  Trustee  224 

Sec.  96.  Resignation  of  Trustee  224 

Sec.  97.  Removal  of  Trustee  224 

Sec.  98.  Appointment  of  new  Trustee  225 

Sec.  99.  New  Trustee  to  execute  instrument  of  acceptance,  etc 226 

Sec.  100.  Merger  of  Trustee  227 


Vlll 


ARTICLE  XIV. 

Discharge  of  Mortgage. 

PAGE 

See.  101.  Discharge  of  Mortgage  228 

ARTICLE  XV. 

Miscellaneous. 

Sec.  102.  Benefits  of  indenture  confined  to  parties  228 

Sec.  103.  Successors  and  assigns  to  parties,  etc 229 

Sec.  104.  Indenture  executed  in  counterparts  229 

Signatures  230 

Acknowledgments  231 

County  Clerk ’s  Certificate  232 

Certificates  of  recordation  233 


Indenture,  dated  June  1,  1921,  between  Alabama  Parties. 
Power  Company,  a corporation  of  the  State  of  Alabama 
(hereinafter  called  the  Mortgagor),  party  of  the  first 
part,  and  United  States  Mortgage  and  Trust  Company, 
a corporation  of  the  State  of  New  York  (hereinafter 
called  the  Trustee),  party  of  the  second  part. 

Whereas,  the  Mortgagor  is  authorized  to  borrow  Corporate 
money  for  its  corporate  purposes,  to  issue  its  bonds  •mthonty- 
therefor,  and  to  mortgage  its  property  to  secure  the  pay- 
ment of  said  bonds,  and  to  that  end  its  board  of  directors 
has  duly  authorized  an  issue  of  bonds  and  the  execution 
of  a mortgage  and  deed  of  trust  to  secure  the  payment 
thereof  substantially  in  the  form  of  these  presents; 
and 

Whereas,  said  bonds  are  to  be  issued  in  one  or  more  Description 
series,  are  to  bear  interest  at  such  rates,  are  to  be  pay-ih£Sue°ud 
able  at  such  dates  not  later  than  June  1,  1981,  are  to  be 
coupon  bonds  and/or  registered  bonds  without  coupons 
and  are  to  be  otherwise  in  such  form  and  of  such  tenor, 
subject  to  the  provisions  hereof,  as  the  board  of  di- 
rectors of  the  Mortgagor  may  from  time  to  time  deter- 
mine; said  coupon  bonds,  coupons,  registered  bonds 
without  coupons  and  the  Trustee’s  certificate  upon  said 
bonds  are  to  be  substantially  in  the  forms  following,  re- 
spectively— the  series,  numbers  and  denominations, 
dates  of  issue  and  of  maturity,  interest  payment  dates, 
rates  of  interest  and  date  fixing  the  standard  of  weight 
and  fineness  of  gold  coin  to  be  paid  to  be  inserted 
therein,  and  such  appropriate  insertions,  omissions 
and  variations  to  be  made  in  respect  of  such 
bonds  and  coupons  as  may  be  authorized  by  the  board 
of  directors  of  the  Mortgagor  to  express  the  terms  and 
provisions  under  which  said  bonds  and  coupons  are  to 
be  payable  in  foreign  currencies  or  foreign  countries 


2 


(if  so  payable) ; to  express  the  terms  and  conditions  of 
exchangeability  of  the  bonds  (if  exchangeable),  the  re- 
demption thereof  before  maturity  (if  redeemable),  the 
convertibility  thereof  (if  convertible),  and  the  terms  and 
conditions,  if  any,  with  regard  to  the  establishment  and 
application  of  any  sinking,  amortization,  improvement  or 
analogous  fund  for  the  benefit  of  the  holders  of  the  bonds 
issued  hereunder;  to  express  the  covenants  of  the 
Mortgagor  in  respect  of  payment  of  taxes ; and  in  other 
respects  to  express  the  terms  and  conditions  on  which 
said  bonds  are  issued  as  required  or  permitted  by  this 
indenture : 


[form  of  coupon  bond] 
UNITED  STATES  OF  AMERICA 
State  of  Alabama 


ALABAMA  POWER  COMPANY 

Form  of  First  Mortgage  Lien  and  Refunding  Gold  Bond 

coupon  bond. 

Series 

No $ 


For  Value  Received,  Alabama  Power  Company  (here- 
inafter called  the  Company),  promises  to  pay  to  bearer, 
or,  in  case  this  bond  be  registered,  to  the  registered 
holder  hereof,  on  , Dollars  ($ 

) in  gold  coin  of  the  United  States  of  America 
of  the  present  standard  of  weight  and  fineness,  at  its 
office  or  agency  in  the  Borough  of  Manhattan  in  the 
City  of  New  York,  and,  upon  presentation  and  surrender 
of  the  annexed  coupons  as  they  become  due,  semi-annu- 
ally on  and  in  each  year,  to 

pay  interest  thereon  in  like  gold  coin  at  said  office  or 
agency,  at  the  rate  of  per  cent.  ( % ) per  annum 

from  the  date  hereof  until  such  principal  sum  shall  be 
paid. 


3 


This  bond  is  one  of  an  issue  of  bonds  of  the 
Company,  known  as  its  First  Mortgage  Lien  and 
Refunding  Gold  Bonds,  being  one  of  Series  there- 
of, all  issued  and  to  be  issued  under  and  equally  secured 
by  and  entitled  to  the  benefits  and  subject  to  the  provi- 
sions of  a mortgage  and  deed  of  trust,  dated  June  1,  1921, 
made  by  the  Company  to  United  States  Mortgage  and 
Trust  Company,  of  the  City  of  New  York, 
as  trustee,  to  which  reference  is  hereby  made  for 
a description  of  the  property  mortgaged  and  pledged,  the 
nature  and  extent  of  the  security  (including  a first  mort- 
gage lien  through  the  pledge,  to  the  extent  in  said  mort- 
gage and  deed  of  trust  specified,  of  First  Mortgage 
Thirty-Year  Five  Per  Cent.  Gold  Bonds  maturing 
March  1,  1946,  issued  by  the  Company  and  outstanding 
under  its  First  Mortgage  to  the  United  States  Mort- 
gage and  Trust  Company,  as  trustee,  dated  March 
1,  1916),  the  rights  of  the  holders  of  the  bonds 
under  said  mortgage  and  deed  of  trust,  and  the 
terms  and  conditions  upon  which  the  said  bonds  are 
issued,  secured  and  held.  The  principal  of  such  bonds 
may  become  due  before  the  maturity  thereof,  on  the 
conditions,  in  the  manner  and  at  the  times  set  forth 
in  said  mortgage  and  deed  of  trust,  upon  the  happening 
of  a default  as  therein  provided. 

This  bond  may,  from  time  to  time,  be  registered  as  to 
principal  at  said  office  or  agency  and  the  registration 
noted  hereon,  after  which  no  valid  transfer  hereof  can 
be  made,  except  at  said  office  or  agency,  until  after  regis- 
tered transfer  to  bearer;  but  such  registration  shall  not 
affect  the  negotiability  of  the  coupons,  which  shall  always 
be  payable  to  bearer  and  transferable  by  delivery. 

The  holder  of  this  bond,  at  his  option,  may  surrender 
the  same  with  all  unmatured  coupons  attached  thereto 
for  cancellation  and  exchange  for  a registered  bond 
without  coupons  of  the  same  principal  amount  and  of 
the  same  series,  bearing  interest  from  the  next  preceding 


4 


interest  day,  which  registered  bond  may  in  turn  be  re-ex- 
changed  for  a coupon  bond  or  bonds  of  the  same  aggre- 
gate principal  amount  and  of  the  same  series, 
all  as  provided  in  the  said  mortgage  and  deed 
of  trust.  Upon  each  such  exchange  and  re-exchange  the 
Company  may  require  the  payment  of  the  charges  in 
said  mortgage  and  deed  of  trust  prescribed. 

No  recourse  shall  be  had  for  the  payment  of  the  prin- 
cipal or  interest  of  this  bond  against  any  incorporator, 
stockholder,  subscriber  to  the  capital  stock,  officer  or  di- 
rector of  the  Company,  either  directly  or  through  the 
Company,  by  virtue  of  any  statute  or  by  enforcement  of 
any  subscription  to  capital  stock,  assessment  or  other- 
wise; any  and  all  such  liability  of  incorporators,  stock- 
holders, subscribers,  officers  and  directors  being  re- 
leased by  the  holder  hereof  by  the  acceptance  of  this 
bond,  and  being  likewise  waived  and  released  by  the 
terms  of  the  mortgage  and  deed  of  trust,  subject  to  which 
this  bond  is  issued. 

This  bond  shall  not  be  valid  until  the  certificate  of 
authentication  indorsed  hereon  shall  have  been  signed 
by  United  States  Mortgage  and  Trust  Company,  or  its 
successor  as  trustee  under  the  said  mortgage  and  deed  of 
trust. 

In  witness  whereof,  the  said  Alabama  Power  Com- 
pany has  caused  its  corporate  seal  to  be  affixed  hereto, 
attested  by  its  Secretary  or  Assistant  Secretary,  and 
these  presents  to  be  signed  in  its  name  by  its  President 
or  a Vice-President,  and  interest  coupons,  bearing  the  en- 
graved fac-simile  signature  of  its  Treasurer  to  be  an- 
nexed hereto,  all  as  of  , 19  . 

Alabama  Power  Company, 

By 


Attest : 


Vice-President. 


Assistant  Secretary. 


5 


[FORM  OF  COUPON]  Form  of 

coupon. 

No Series $ 

On  the  first  day  of  , 19  , Alabama 

Power  Company  will  pay  to  bearer  at  its  office  or  agency 
in  the  Borough  of  Manhattan  in  the  City  of  New  York, 
Dollars  ($  ) in  gold  coin,  as  speci- 

fied in  its  First  Mortgage  Lien  and  Refunding  Cold 

Bond, Series  , No.  , being  six  months’ 

interest  then  due  on  said  bond. 


Treasurer. 

[FORM  OF  REGISTERED  BOND  WITHOUT  COUPONS]  Form  of 

registered 

UNITED  STATES  OF  AMERICA  bond- 

State  of  Alabama 

ALA  IS  AM  A POWER  COMPANY 

First  Mortgage  Lien  and  Refunding  Gold  Bond 

Series 


No $ 

For  Value  Received,  Alabama  Power  Company  (here- 
inafter called  the  Company),  promises  to  pay  to 

, or  registered  assigns,  on 
, dollars  ($  ), 

in  gold  coin  of  the  United  States  of  America  of  the 
standard  of  weight  and  fineness  as  it  existed  on  the 
day  of  , at  its  office  or  agency  in 

the  Borough  of  Manhattan  in  the  City  of  New  York, 
and  to  pay  interest  thereon  in  like  gold  coin  at  said 
office  or  agency,  semi-annually  on  and 

in  each  vear  at  the  rate  of  per  cent. 


6 


( %)  Pcr  annum  from  the  interest  date  ( 
or  ) next  preceding  the  date  of  this  bond 

until  such  principal  sum  shall  be  paid. 

This  bond  is  one  of  an  issue  of  bonds  of  the  Company, 
known  as  its  First  Mortgage  Lien  and  Refunding  Gold 
Bonds,  being  one  of  Series  thereof,  all  issued 

and  to  be  issued  under  and  equally  secured  by  and  entitled 
to  the  benefits  and  subject  to  the  provisions  of  a mort- 
gage and  deed  of  trust  dated  June  1,  1921,  made  by  the 
Company  to  United  States  Mortgage  and  Trust 
Company,  of  the  City  of  New  York,  as  trustee, 
to  which  reference  is  hereby  made  for  a des- 

scription  of  the  property  mortgaged  and  pledged,  the 
nature  and  extent  of  the  security  (including  a first  mort- 
gage lien  through  the  pledge,  to  the  extent  in  said  mort- 
gage and  deed  of  trust  specified,  of  First  Mortgagee 
Thirty-Year  Five  Per  Cent.  Gold  Bonds  maturing  March 
1,  1946,  issued  by  the  Company  and  outstanding  under 
its  First  Mortgage  to  the  United  States  Mortgage  and 
Trust  Company,  as  trustee,  dated  March  1,  1916),  the 
rights  of  the  holders  of  the  bonds  under  said 

mortgage  and  deed  of  trust,  and  the  terms  and 
conditions  upon  which  the  said  bonds  are  issued,  secured 
and  held.  The  principal  of  such  bonds  may  become  due 
before  the  maturity  thereof,  on  the  conditions,  in  the 
manner  and  at  the  time  set  forth  in  said  mortgage  and 
deed  of  trust,  upon  the  happening  of  a default  as  therein 
provided. 

This  bond  is  transferable  by  the  registered  holder 
hereof  in  person  or  by  his  duly  authorized  attorney  at 
said  office  or  agency  of  the  Company  upon  surrender 
and  cancellation  of  this  bond,  and  thereupon  a new  reg- 
istered bond  of  the  same  series  will  be  issued  to  the 
transferee  in  exchange  therefor;  and  this  bond  with 
others  of  like  form  may  in  like  manner  be  exchanged 
for  one  or  more  new  registered  bonds  of  the  same  series 


7 


in  denominations  of  one  thousand  dollars  ($1,000)  or 
multiples  thereof  approved  by  the  Company,  of  the 
same  aggregate  principal  amount;  or  the  registered 
holder  of  this  bond  may  at  his  option  surrender  the  same 
for  cancellation  and  exchange  for  a coupon  bond 
or  bonds  of  the  denomination  of  One  thous- 
and dollars  ($1,000)  of  the  same  aggregate 
principal  amount  and  of  the  same  series,  with 
coupons  attached  maturing  on  and  after  the  next  ensuing 
interest  date,  which  coupon  bonds  may  in  turn  be  re- 
exchanged for  registered  bonds  of  the  same  aggregate 
principal  amount  and  of  the  same  series,  all  as  provided 
in  said  mortgage  and  deed  of  trust.  Upon  eacli  such 
transfer,  exchange  and  re-exchange  the  Company  may  re- 
quire the  payment  of  the  charges  in  said  mortgage  and 
deed  of  trust  prescribed. 

No  recourse  shall  be  had  for  the  payment  of  the  prin- 
cipal or  interest  of  this  bond  against  any  incorporator, 
stockholder,  subscriber  to  the  capital  stock,  officer  or 
director  of  the  Company,  either  directly  or  through  the 
Company,  by  virtue  of  any  statute  or  by  enforcement 
of  any  subscription  to  capital  stock,  assessment 
or  otherwise;  any  and  all  such  liability  of  incor- 
porators, stockholders,  subscribers,  officers  and  di- 
rectors being  released  by  the  holder  hereof  by 
the  acceptance  of  this  bond,  and  being  likewise 
waived  and  released  by  the  terms  of  the  mort- 
gage and  deed  of  trust  subject  to  which  this  bond  is  is- 
sued. 

This  bond  shall  not  be  valid  until  the  certificate  of 
authentication  indorsed  hereon  shall  have  been  signed 
by  United  States  Mortgage  and  Trust  Company,  or  its 
successor  under  the  said  mortgage  and  deed  of  trust. 

In  witness  whereof,  the  said  Alabama  Powrer  Com- 
pany has  caused  its  corporate  seal  to  be  affixed  hereto, 
attested  by  its  Secretary  or  Assistant  Secretary,  and 


8 


Form  of 
Trustee’s 
certificate. 


Consent  of 
stockholders. 


Require- 
ments of 
law  com- 
plied with 


Granting 

Clauses. 


those  presents  to  be  signed  in  its  name  by  its  President 
or  a Vice-President,  this  day  of  , 19 

Alabama  Power  Company, 

By 


Attest : 


Vice-President. 


Assistant  Secretary. 

[form  of  trustee's  certificate  on  bonds] 

This  bond  is  one  of  the  bonds  described  in  the  inden- 
ture of  mortgage  and  deed  of  trust  in  this  bond  referred 
to. 

United  States  Mortgage  and  Trust  Company, 

Trustee, 


By 

And  whereas,  at  a special  meeting  duly  and  regularly 
called  and  held  for  such  purpose,  the  consent  of  the 
persons  holding  the  larger  amount  in  value  of  the 
capital  stock  of  the  Mortgagor  was  obtained  in  favor 
of  the  execution  of  this  mortgage  and  deed  of  trust ; and 

Whereas,  all  the  requirements  of  law  relating  to  the 
execution  of  this  indenture  have  been  complied  with  and 
observed;  and  all  things  necessary  to  make  this  inden- 
ture a valid  and  binding  mortgage  and  deed  of  trust  for 
the  security  of  all  bonds  from  time  to  time  issued  here- 
under, have  happened,  been  done,  and  been  performed; 

Now,  therefore,  this  indenture  witnesseth:  That 
the  Alabama  Power  Company,  the  said  Mortgagor,  in 
consideration  of  the  premises  and  of  one  dollar  to  it 


9 


duly  paid  by  the  Trustee  at  or  before  the  ensealing  and 
delivery  of  these  presents,  the  receipt  whereof  is  here- 
by acknowledged,  in  order  to  secure  the  payment  of  the 
principal  of  and  interest  on  all  bonds  from  time  to  time 
issued  hereunder,  according  to  the  terms  of  said  bonds 
and  of  the  coupons  attached  thereto,  hath  granted,  bar- 
gained, sold,  conveyed,  assigned,  transferred,  confirmed, 
pledged  and  set  over,  and  by  these  presents  doth  grant, 
bargain,  sell,  convey,  assign,  transfer,  confirm,  pledge 
and  set  over  unto  the  United  States  Mortgage  and  Trust 
Company,  as  Trustee,  and  its  successor  or  successors  and 
assigns  forever,  the  following  property — that  is  to  say: 

Clause  First. 

Real  Estate  and  Appurtenances. 

I. — The  electric  generating  plants  and  stations  of  the  Electric 
Mortgagor,  including  all  dams,  power  houses,  buildings,  p1e^'1'[atll,g 
reservoirs,  pipe  lines,  flumes,  structures  and  works,  and 
the  land  on  which  the  same  are  situated,  and  all  water 
rights,  and  all  other  lands  and  easements,  rights  of  way, 
permits,  privileges,  towers,  poles,  wares,  machinery, 
equipment,  appliances,  appurtenances  and  supplies  form- 
ing a part  of  said  plants  and  stations,  or  any  of  them,  or 
occupied,  enjoyed  or  used  in  connection  therewith,  or 
adjacent  thereto,  including  the  following  described  prop- 
erty in  the  State  of  Alabama,  namely: 

(1)  The  hydro-electric  plant  at  Lock  12,  on  the 
Coosa  River,  including  lands  in  Chilton,  Coosa, 

Shelby  and  Talladega  Counties ; together  with  the 
franchises,  authority  and  right  to  maintain  and 
operate  the  same,  granted  to  the  Mortgagor  in  and 
by  that  certain  Act  of  Congress,  approved  March 
4,  1907,  at  10  o’clock  a.  m.,  entitled  “An  Act  per- 
mitting the  erection  of  a dam  across  Coosa  River, 
Alabama,  at  the  place  selected  for  Lock  num- 
bered 12  on  said  River,”  and  all  other  franchises 


10 


and  rights  connected  therewith,  including  Frac- 
tions A,  B and  C of  section  nineteen,  township 
twenty-three  north,  range  sixteen  east,  in  said 
County  of  Coosa,  and  the  fractional  northeast  quar- 
ter, and  the  northwest  quarter,  and  the  northeast 
quarter  of  the  southwest  quarter  and  the  fractional 
southeast  quarter,  all  in  section  twenty-four,  town- 
ship twenty-three  north,  range  fifteen  east,  in  said 
County  of  Chilton,  constituting  the  location  and 
abutment  sites  of  the  dam  and  power  house  of  said 
plant ; 

(2)  The  hydro-electric  plant  at  Duncan’s 
Riffle,  on  the  Coosa  River,  to  be  constructed,  in- 
cluding lands  in  Chilton  and  Coosa  Counties;  to- 
gether with  the  license,  authority  and  right  to 
construct,  operate  and  maintain  the  same,  when 
granted  to  the  Mortgagor,  application  for  which 
was  made  to  the  Federal  Power  Commis- 
sion on  November  3,  1920,  pursuant  to  the 
Act  of  Congress  approved  June  10,  1920, 
41  U.  S.  Stat.  at  L.,  1063,  designated  as  “The 
Federal  Water  Power  Act,”  being  known  and 
designated  as  Project  No.  82,  Alabama,  on  the 
records  of  said  Federal  Power  Commission, 
and  all  other  franchises  and  rights  con- 
nected therewith  including  all  of  fractional 
section  fourteen,  township  twenty-one  north, 
range  sixteen  east,  lying  east  of  the  Coosa 
River,  in  Coosa  County,  and  all  of  the  north 
half  of  fractional  section  fifteen,  township  twen- 
ty-one north,  range  sixteen  east,  lying  west  of  the 
Coosa  River,  except  the  west  half  of  the  north- 
west quarter,  in  Chilton  County,  and  all  that  part 
of  fractional  section  ten,  township  twenty-one 
north,  range  sixteen  east,  lying  west  of  the  Coosa 
River,  except  the  fractional  west  half  of  the  south- 
west quarter  in  Chilton  County,  constituting  the 
location  and  abutment  sites  of  the  dam  of  said 
plant. 


11 


(3)  The  hydro-electric  plant  at  Jackson  Shoals 
on  Choccolocco  Creek,  near  Talladega,  in  Talladega 
County,  the  dam  and  power  house  of  said  plant 
being  located  on  two  tracts  on  opposite  sides  of 
Choccolocco  Creek,  and  known,  respectively,  as  the 
first  forty  acres  of  the  Henry  A.  Turner  tract, 
adjoining  Jackson  Shoals  on  the  south  side  of 
Choccolocco  Creek,  and  the  Jackson  Shoals  tract, 
beginning  at  a point  twenty  feet  above  the  upper 
bar  of  said  Jackson  Shoals  on  the  north  side  of 
said  Choccolocco  Creek,  as  located  by  the  survey 
of  the  old  Alabama  Power  Development  Company ; 

(4)  The  steam  plant  near  Gadsden,  in  Etowah 
County,  located  on  lands  described  as  follows: 

Beginning  at  a point  on  the  Coosa  River 
four  hundred  feet  east  of  and  at  right  angles 
to  the  land  line,  which  said  land  line  runs 
north  and  south  through  the  center  of  the 
west  half  of  section  two,  township  twelve 
south,  range  six  east,  and  running  from  said 
beginning  point  on  the  river  in  a southerly 
direction  parallel  with  said  north  and  south 
land  line  and  always  four  hundred  feet  there- 
from a distance  of  sixteen  hundred  twenty- 
one  and  five-tenths  feet  to  a point,  thence  run- 
ning easterly  but  parallel  with  the  southern 
boundary  line  of  said  section  two  a distance 
of  nine  hundred  forty-two  feet  to  a point  on 
the  land  line  dividing  the  east  half  from  the 
west  half  of  said  section  two,  running  thence 
in  a southerly  direction  along  said  last  named 
land  line  a distance  of  six  hundred  seventy- 
one  and  five-tenths  feet  to  the  southwest 
corner  of  the  southeast  quarter  of  said  sec- 
tion two,  thence  running  easterly  along  the 
southern  boundary  line  of  said  section  two 


12 


twenty-six  hundred  thirty-eight  feet  to  the 
southeast  corner  of  said  section  two,  thence 
running  northerly  along  the  eastern  land  line 
of  said  section  two  to  the  Coosa  River,  thence 
running  northwesterly  with  the  river  and  fol- 
lowing its  meanderings  to  the  point  of  begin- 
ning, containing  eighty  and  seventy-one  one- 
hundredths  acres;  being  a part  of  the  south- 
east quarter  of  section  two,  and  a part  of  the 
east  half  of  the  southwest  quarter  of  section 
two  in  township  twelve  south,  range  six  east, 
in  Etowah  County; 

(5)  The  steam  plant  at  Albany  (formerly  New 
Decatur),  in  Morgan  County,  located  on  lands  de- 
scribed as  follows : 

Lots  43,  44,  45,  46  and  47  in  the  Gateway 
Land  Company’s  Addition  to  Decatur; 

(6)  The  steam  plant  at  Huntsville,  in  Madison 
County,  located  on  lands  described  as  follows: 

Lots  numbered  17  (except  such  part  thereof 
as  is  occupied  by  the  Nashville,  Chattanooga 
& St.  Louis  Railway  for  a side  track),  18,  19, 
and  20  in  Plat  “A,”  Milton  Hume’s  Addi- 
tion to  the  City  of  Huntsville,  recorded  in  Plat 
Book  1,  pages  51  and  72,  in  the  office  of  the 
Judge  of  Probate  of  Madison  County; 

(7)  The  steam  plant  at  Gorgas,  in  Walker 
County,  located  on  lands  described  as  follows: 

Beginning  at  the  point  of  intersection  of 
the  low  water  mark  on  the  north  bank  of  Mul- 
berry Fork  of  the  Warrior  River  before  the 
raising  of  the  elevation  of  said  River  by  the 
erection  of  the  dam  at  Lock  17  on  said  River 
and  the  center  of  what  is  known  as  Spring 


13 


Branch  in  the  southwest  quarter  of  the  south- 
east quarter  of  section  eighteen,  township 
sixteen  south,  range  six  west,  thence  up  said 
Spring  Branch  with  the  meanderings  there- 
of to  the  Spring,  thence  north  ninety  degrees 
east  401.9  feet  to  the  west  line  of  the  east 
half  of  the  southeast  quarter  of  said  section 
eighteen,  thence  north  along  the  west  line 
of  said  east  half  of  the  southeast  quarter 
of  said  section  eighteen  for  a distance  of 
717.4  feet  to  a point,  thence  north  ninety 
degrees  east  to  the  center  of  Baker’s  Creek, 
thence  in  a southerly  direction  along  the 
center  of  said  Baker’s  Creek  to  the  said  low 
water  mark  of  the  Warrior  River,  thence 
down  said  River  along  said  low  water  mark 
in  a northwesterly  direction  to  the  point  of 
beginning,  said  tract  lying  in  and  being  a part 
of  sections  eighteen  and  nineteen,  township 
sixteen  south,  range  six  west,  excepting  and 
reserving  what  is  known  and  designated  in 
that  certain  contract  dated  December  1,  1917, 
and  known  as  “Contract  T-69,”  between  the 
Mortgagor  and  the  United  States  of  America 
as  the  Warrior  Extension  and  Warrior  Sub- 
station, including  all  generators,  boilers,  elec- 
trical equipment  and  apparatus  now  owned 
by  the  United  States  of  America,  together 
with  the  rights  of  the  United  States  to  re- 
move the  same  as  are  more  fully  set  out  in 
said  “Contract  T-69”;  and  also  excepting  and 
reserving  the  right  of  way  in,  over  and  across 
that  part  of  the  above  described  tract  lying 
in  the  north  half  of  the  southeast  quarter 
of  said  section  eighteen  excepted  and  re- 
served by  and  in  that  certain  deed  executed 
by  A.  B.  Aldridge  and  wife,  Annye  B. 


14 


Aldridge,  to  the  Mortgagor  dated  March  24th, 
1916,  and  recorded  in  the  office  of  Judge  of 
Probate  of  Walker  County  in  Deed  Book  190, 
page  15. 

Also  the  following  described  lands  used  in  con- 
nection with  said  plant: 

(a)  All  that  part  of  the  south  half  of  sec- 
tion eighteen,  township  sixteen  south,  range 
six  west,  lying  north  of  Warrior  River  and 
west  of  Baker’s  Creek  described  as  follows: 
Beginning  at  the  northwest  corner  of  the  south 
half  of  said  section  eighteen,  running  thence 
south  along  the  west  line  of  said  section  to 
the  low  water  mark  on  the  north  bank  of  Mul- 
berry Fork  of  Warrior  River  before  the  rais- 
ing of  the  elevation  of  said  River  by  the  erec- 
tion of  the  dam  at  Lock  17  on  said  River, 
thence  up  said  River  along  said  low  water 
mark  in  a southeasterly  direction  to  the 
center  of  Spring  Branch  in  fraction  A or  the 
southwest  quarter  of  the  southeast  quarter 
of  said  section  eighteen,  thence  up  said  Spring- 
Branch  with  the  meanderings  thereof  to  the 
Spring,  thence  north  90  degrees  east  401.9 
feet  to  the  west  line  of  the  east  half  of  the 
southeast  quarter  of  s/aid  section  eighteen, 
thence  north  along  the  west  line  of  said  east 
half  of  the  southeast  quarter  of  said  section 
for  a distance  of  717.4  feet  to  a point,  thence 
north  90  degrees  east  to  the  center  of  Baker’s 
Creek,  'thence  in  a northwesterly  direction 
along  the  center  of  Baker’s  Creek  to  the  north 
line  of  the  south  half  of  said  section  eighteen, 
thence  west  along  the  north  line  of  the  south 
half  of  said  section  eighteen  to  the  point  of 
beginning;  excepting  and  reserving,  however, 


15 


two  acres  in  the  northwest  corner  of  the  north- 
west quarter  of  the  southwest  quarter  of  said 
section  eighteen,  and  excepting  and  reserving 
also  those  certain  minerals  and  mining  rights 
reserved  in  and  by  the  following  deeds;  that 
certain  deed  executed  by  A.  B.  Aldridge  and 
wife,  Annye  B.  Aldridge,  to  the  Mortgagor, 
dated  March  24,  1916,  and  recorded  in  the 
office  of  the  Judge  of  Probate,  of  Walker 
County  in  Deed  Book  190,  page  15;  that  cer- 
tain deed  executed  by  A.  B.  Aldridge  and  wife, 
Annye  B.  Aldridge,  and  J.  deB.  Hooper  to 
the  Mortgagor,  dated  February  22,  1917,  and 
recorded  in  the  office  of  the  Judge  of  Probate 
of  Walker  County  in  Deed  Record  195,  pages 
207-8;  that  certain  deed  executed  by  the 
Winona  Coal  Company,  a corporation,  to  the 
Mortgagor,  dated  May  7,  1917,  and  recorded 
in  the  office  of  the  Judge  of  Probate  of  Walker 
County  in  Deed  Record  195,  pages  217-18; 
that  certain  deed  executed  by  the  Winona  Coal 
Company,  a corporation,  to  the  Mortgagor, 
dated  January  10,  1918,  and  recorded  in  the 
office  of  the  Judge  of  Probate  of  Walker 
County  in  Deed  Record  217,  pages  290-91; 
that  certain  deed  executed  by  A.  B.  Aldridge 
and  wife,  Annye  B.  Aldridge,  to  the  Mort- 
gagor dated  October  2,  1918,  and  recorded  in 
the  office  of  the  Judge  of  Probate  of  Walker 
County  in  Deed  Record  217,  pages  288-89-90; 
and  that  certain  deed  executed  by  J.  deB. 
Hooper  to  Winona  Coal  Company,  dated 
April  26,  1917,  and  recorded  in  the  office  of 
the  Judge  of  Probate  of  Walker  County  in 
Deed  Record  195,  pages  121-22 ; also  excepting 
and  reserving  those  certain  houses,  equip- 
ment and  other  property  owned  and  con- 


16 


structed  and  placed  upon  the  foregoing  tract 
by  the  United  States  of  America  under  that 
certain  contract  dated  December  1,  1917,  and 
known  as  “Contract  T-69,”  between  the  Mort- 
gagor and  the  United  States  of  America,  to- 
gether with  the  rights  of  the  United  States 
to  remove  the  same,  as  are  more  fully  set 
out  in  said  contract; 

( b ) All  that  part  of  section  nineteen  lying 
north  of  the  Warrior  River  and  east  of  Bak- 
er’s Creek,  all  that  part  of  section  twenty 
lying  north  of  the  Warrior  River  and  all  that 
part  of  the  east  half  of  the  southeast  quar- 
ter of  section  eighteen  lying  east  of  Baker’s 
Creek  and  south  of  a certain  made  line  which 
runs  from  Baker’s  Creek  due  east  to  the  sec- 
tion line  of  section  eighteen  and  100  feet 
south  of  the  old  sulphur  spring  and  also  a 
strip  of  land  along  the  east  side  of  Baker’s 
Creek  100  feet  wide  from  the  water’s  edge 
at  ordinary  stage  extending  from  the  above 
described  made  line  to  the  north  line  of  the 
southeast  quarter  of  said  section  eighteen, 
all  in  township  sixteen  south,  range  six  west, 
excepting  and  reserving  those  certain  min- 
eral, mining  and  flowage  rights  excepted  and 
reserved  in  and  by  that  certain  deed  executed 
by  A.  B.  Aldridge  and  wife,  Annye  B. 
Aldridge,  to  the  Mortgagor  dated  March  27, 
1916,  and  recorded  in  the  office  of  the  Judge 
of  Probate  of  Walker  County  in  Book  175 
Record  of  Deeds,  page  355. 

( c ) All  that  part  of  the  southwest  quarter 
of  the  northeast  quarter  of  section  eighteen, 
township  sixteen  south,  range  six  west  lying 
south  and  west  of  Baker’s  Creek,  excepting 


17 


and  reserving  those  certain  mineral  and  min- 
ing rights,  right  of  way  and  flowage  rights 
excepted  and  reserved  in  and  by  that  certain 
deed  executed  by  Alabama  Property  Com- 
pany, a corporation,  to  the  Mortgagor,  dated 
April  1,  1920,  and  recorded  in  the  office  of 
the  Judge  of  Probate  of  Walker  County  in 
Deed  Record  218,  pages  77-8. 

(8)  The  steam  plant  at  Marion  in  Perry  County, 
located  on  lands  described  as  follows: 

Beginning  at  a point  on  the  south  line  of 
the  alley  in  the  Town  of  Marion  leading  to  the 
lot  on  which  the  power  plant  formerly  owned 
by  the  Marion  Electric  Company  was  located, 
said  alley  also  being  the  northern  boundary 
of  the  lands  of  E.  H.  Purifoy  on  August  8, 
1902,  said  point  being  413  feet  west  of  the 
point  of  intersection  of  the  south  line  of  said 
alley  with  the  west  line  of  Washington  Street, 
running  thence  south  75  degrees  and  15  min- 
utes west  along  the  south  line  of  said  alley 
for  a distance  of  170  feet,  thence  south  14 
degrees  and  45  minutes  east  for  a distance 
of  171  feet,  thence  north  75  degrees  and  15 
minutes  east  for  a distance  of  170  feet,  thence 
north  14  degrees  and  45  minutes  west  for  a 
distance  of  171  feet  to  the  said  point  of  begin- 
ning, together  with  all  rights  of  way  for  rail- 
roads and  streets  leading  into  said  property. 

(9)  The  steam  plant  at  Selma  in  Dallas  County, 
located  on  lands  described  as  follows: 

Beginning  at  a stake  at  the  northeast  cor- 
ner of  the  lot  now  or  formerly  owned  by 
Thornton  B.  Golsby  in  the  City  of  Selma  and 
running  thence  eastwardly  along  the  line  of 
the  Alabama  & Tennessee  River  Railroad 


18 


(now  the  Southern  Railway  Company)  186 
feet;  thence  southwardly,  at  right  angles  with 
said  railroad  260  feet,  more  or  less,  to  the 
original  boundary  as  named  in  a deed  given 
by  Francis  Warley,  Francis  A.  Todd,  et  al., 
to  Benj.  F.  Jackson  and  Henry  West;  thence 
westwardly  223  feet,  more  or  less,  to  the  line 
of  lot  now  or  formerly  owned  by  Thornton 
B.  Golsby;  thence  northwardly  237  feet  to  the 
point  of  beginning,  containing  1.25  acres  more 
or  less,  said  lot  being  a part  of  large  or  out 
lots  numbered  28  and  30  in  the  original  plan  of 
the  Town  of  Selma  and  is  the  samelotconveyed 
to  Selma  Gas  Light  Company  by  deed  of 
Benjamin  F.  Jackson,  dated  the  day 

of  May,  1855,  and  recorded  in  the  Probate 
Office  of  Dallas  County,  Alabama,  in  Record 
Book  R,  on  pages  282  and  283. 

Also  the  following  described  property  located 
in  Selma,  Dallas  County: 

(u)  Beginning  at  a point  on  the  south 
margin  of  the  right  of  way  of  the  Southern 
Railway  Company  at  the  northwest  corner  of 
the  lot  last  above  described  on  which  the  steam 
plant  of  the  Mortgagor  at  Selma  is  located 
which  is  also  the  northeast  corner  of  the 
lot  formerly  owned  by  the  Texas  Company; 
thence  westerly  along  the  south  line  of  said 
right  of  way  16  feet,  thence  in  a southerly  di- 
rection approximately  at  right  angles  to  said 
right  of  way  line  and  parallel  to  office  build- 
ing of  Mortgagor’s  gas  works,  a distance  of 
75  feet,  more  or  less,  to  point  of  intersection 
with  the  westerly  line  of  said  above  described 
lot  owned  by  the  Mortgagor ; thence  northerly 
along  the  westerly  line  of  the  Mortgagor’s 


19 


said  lot  to  place  of  beginning,  being  the  same 
lot  conveyed  to  Selma  Lighting  Company  by 
the  Texas  Company  by  deed  dated  April  6, 
1916,  and  recorded  in  the  office  of  the  Judge 
of  Probate  of  Dallas  County,  Alabama,  in 
Record  Book  252  on  page  262. 

(&)  That  lot  commencing  at  the  southeast 
corner  of  what  is  now  or  formerly  known  as 
the  Selma  Rolling  Mills  Lot  and  running 
thence  eastwardly  along  the  Selma,  Rome  & 
Dalton  Railroad  (now  Southern  Railway  Com- 
pany) 20  feet;  thence  northwardly  parallel 
with  the  boundary  line  of  said  Selma  Rolling 
Mills  lot  to  the  margin  of  what  was  former- 
ly called  the  Swamp  Road,  commonly  called 
the  Burnsville  Road;  thence  along  the  south 
margin  of  said  road  until  it  strikes  a line 
running  from  the  place  of  beginning  north 
32  degrees  west,  the  distance  of  said  last  men- 
tioned line  being  212  feet,  and  is  the  same 
lot  conveyed  by  Daniel  Partridge  and  others 
to  Selma  Gas  Light  Co.  by  deed  dated  De- 
cember 2,  1879,  and  recorded  in  the  office  of 
the  Judge  of  Probate  of  Dallas  County,  Ala- 
bama, in  Deed  Book  67,  pages  311  and  312, 
subject  however  to  that  certain  easement 
granted  to  the  Texas  Company  by  the  Selma 
Lighting  Company  by  deed  dated  May  1st, 
1916. 

(10)  The  steam  plant  at  Gunter sville,  in  Mar- 
shall County,  located  on  lands  described  as  fol- 
lows: 

A lot  or  parcel  of  land  situated  in  the  north- 
west quarter  of  the  northeast  quarter  of  sec- 
tion eleven  and  the  southwest  quarter  of  the 
southeast  quarter  of  section  two,  township 


20 


eight  south,  range  three  east,  and  more  par- 
ticularly described  as  follows:  Begin  at  a 

point  on  the  eastern  boundary  of  the  right 
of  way  of  the  Nashville,  Chattanooga  and 
St.  Louis  Railway  where  the  southern  bound- 
ary of  Scott  Street,  according  to  survey  of 
Guntersville,  if  extended  easterly  and  on  same 
alignment  would  intersect  the  eastern  bound- 
ary of  said  right  of  way,  thence  running  south- 
wardly along  said  right  of  way  100  feet, 
thence  eastwardly  and  at  right  angles  150 
feet,  thence  northwardly  and  at  right  angles 
100  feet,  thence  westwardly  and  at  right 
angles  150  feet  to  point  of  beginning. 

Electric  II. — The  electric  transmission  lines  of  the  Mortgagor, 

i?nesSmi  bi  including  the  towers,  poles,  pole  lines,  wires,  switch  racks, 
switch  boards,  insulators  and  other  appliances  and  equip- 
ment, and  all  other  property  forming  a part  thereof,  or 
appertaining  thereto;  together  with  all  real  property, 
rights  of  way,  easements,  permits,  privileges,  franchises 
and  rights  for  or  relating  to  the  construction,  mainte- 
nance or  operation  thereof,  through,  over,  under  or  upon 
any  public  streets  or  highways,  within  as  well  as  with- 
out the  corporate  limits  of  any  municipal  corporation,  in- 
cluding the  following  described  property  in  the  State  of 
Alabama,  namely: 

(1)  The  Lock  12  to  Birmingham  Transmission 
Line,  extending  from  the  Mortgagor’s  hydro-elec- 
tric plant  at  Lock  12  on  the  Coosa  River,  in  Chilton 
County,  46.51  miles,  more  or  less,  to  the  Mort- 
gagor’s substation  at  Magella,  near  Birmingham, 
in  Jefferson  County,  and  all  service  lines  extend- 
ing therefrom; 

(2)  The  Lock  12  to  Anniston  Transmission 
Line,  extending  from  the  Mortgagor’s  hydro-elec- 
tric plant  at  Lock  12  on  the  Coosa  River,  in  Chil- 


21 


ton  County,  67.84  miles,  more  or  less,  to  the  Mort- 
gagor’s substation  at  Woodstock,  near  Anniston, 
in  Calhoun  County,  and  all  service  lines  extending 
therefrom; 

(3)  The  Sylacauga  to  Cherokee  Bluffs  Trans- 
mission Line,  extending  from  the  Mortgagor’s  sub- 
station near  Sylacauga,  in  Talladega  County,  25.11 
miles,  more  or  less,  to  the  Mortgagor’s  substation 
at  Alexander  City,  in  Tallapoosa  County,  and  all 
service  lines  extending  therefrom ; 

(4)  The  Jackson  Shoals  to  Leeds  to  Lovick 
Transmission  Line,  extending  from  the  Mort- 
gagor’s transmission  line,  hereinabove  described 
as  number  (2)  at  Jackson  Shoals,  in  Talladega 
County  (and  at  which  point  is  also  located  the 
Mortgagor’s  hydro-electric  plant  and  substation), 
30.47  miles  through  Leeds,  in  Jefferson  County,  to 
Lovick,  in  Jefferson  County,  and  all  service  lines 
extending  therefrom; 

(5)  The  Anniston  to  G-adsden  Transmission 
Line,  extending  from  the  Mortgagor’s  substation 
at  Woodstock,  near  Anniston,  in  Calhoun  County 
(and  from  the  Mortgagor’s  transmission  line,  here- 
inabove described  as  number  (2)),  25.95  miles, 
more  or  less,  to  the  Mortgagor’s  steam  plant  near 
Gadsden,  in  Etowah  County,  and  all  service  lines 
extending  therefrom;  including  the  line  from  said 
steam  plant  to  Attalla,  in  Etowah  County; 

(6)  The  Leeds  to  Birmingham  Transmission 
Line,  extending  from  the  Mortgagor’s  transmis- 
sion line,  hereinabove  described  as  number  (4),  at 
Leeds,  in  Jefferson  County,  18.98  miles,  more  or 
less,  to  the  Mortgagor’s  substation  at  Magella, 
near  Birmingham,  in  Jefferson  County,  and  all 
service  lines  extending  therefrom : 


22 


(7)  The  Magella  to  Tuscaloosa  Transmission 
Line,  extending  from  the  Mortgagor’s  substation 
at  Magella,  near  Birmingham,  in  Jefferson  County, 
55.5  miles,  more  or  less,  to  the  corporate  limits  of 
the  City  of  Tuscaloosa,  in  Tuscaloosa  County,  and 
all  service  lines  extending  therefrom ; 

(8)  The  Jackson  Shoals  to  Ragland  Transmis- 
sion Line,  extending  from  the  Mortgagor’s  trans- 
mission line  hereinabove  described  as  number  (2), 
at  Jackson  Shoals,  in  Talladega  County  (and  at 
which  point  is  also  located  the  Mortgagor’s  hydro- 
electric plant  and  substation),  13.59  miles,  more 
or  less,  to  the  Mortgagor’s  substation  at  Ragland, 
in  St.  Clair  County,  and  all  service  lines  extend- 
ing therefrom; 

(9)  The  Anniston  to  Talladega  Transmission 
Line,  extending  from  the  Mortgagor’s  substation 
at  Woodstock,  near  Anniston,  in  Calhoun  County, 
by  way  of  Jackson  Shoals,  in  Talladega  County, 
(at  which  point  is  located  the  Mortgagor’s 
hydro-electric  plant  and  substation),  29.25  miles, 
more  or  less,  to  the  Mortgagor’s  substation  at 
Talladega,  in  Talladega  County,  being  the  pole  line 
formerly  owned  by  the  Alabama  Power  Develop- 
ment Company,  and  all  service  lines  extending 
therefrom ; 

(10)  The  Anniston  to  Piedmont  Transmission 
Line,  extending  from  the  Mortgagor’s  substation 
at  Woodstock,  near  Anniston,  in  Calhoun  County, 
24.2  miles,  more  or  less,  to  the  plant  of  the  Coosa 
Manufacturing  Company,  at  Piedmont,  in  Calhoun 
County,  and  all  service  lines  extending  therefrom; 

(11)  The  Bessemer  to  Siluria  Transmission 
Line,  extending  from  the  Mortgagor’s  substation 
near  Bessemer,  in  Jefferson  County,  12.9  miles, 


23 


more  or  less,  to  the  plant  of  the  Buck  Creek  Cotton 
Mills  at  Siluria,  in  Shelby  County,  and  all  service 
lines  extending  therefrom; 

(12)  The  Helena  to  Blocton  Transmission  Line, 
extending  from  the  Mortgagor’s  transmission  line, 
hereinabove  described  as  number  (11),  at  or  near 
Helena,  in  Shelby  County,  22.9  miles,  more  or  less, 
to  the  Mortgagor’s  substation  at  or  near  West 
Blocton,  in  Bibb  County,  and  all  service  lines  ex- 
tending therefrom; 

(13)  The  Talladega  to  Ashland  Transmission 
Line,  extending  from  the  Mortgagor’s  substation 
in  Talladega,  in  Talladega  County,  by  way  of  the 
pumping  station  of  the  Mortgagor  at  or  near  Irona- 
ton,  in  Talladega  County,  23.8  miles,  more  or  less, 
to  the  Mortgagor’s  substation  at  Ashland, 
in  Clay  County,  and  all  service  lines  extending 
therefrom; 

(14)  The  Decatur  to  Hartselle  Transmission 
Line,  extending  from  the  Mortgagor’s  steam  plant 
at  Albany  (formerly  New  Decatur),  in  Morgan 
County,  12.1  miles,  more  or  less,  to  the  Mortgagor’s 
substation  at  Hartselle,  in  Morgan  County, 
and  all  service  lines  extending  therefrom; 

(15)  The  Decatur  to  Austinville  Transmission 
Line,  extending  from  the  Mortgagor’s  steam  plant 
at  Albany  (formerly  New  Decatur),  in  Morgan 
County,  3 miles,  more  or  less,  to  the  Mortgagor’s 
substation  at  or  near  Austinville,  in  Morgan 
County,  and  all  service  lines  extending  therefrom ; 

(16)  The  Alexander  City  to  Opelika  Transmis- 
sion Line,  extending  from  the  Mortgagor’s  sub- 
station at  Alexander  City,  in  Tallapoosa  County. 
39.42  miles,  more  or  less,  to  the  Mortgagor’s  sub- 


24 


station  at  Opelika,  in  Lee  County,  and  all  service 
lines  extending  therefrom; 

(17)  The  Straven  to  Montevallo  Transmission 
Line,  extending  from  a point  on  the  Mortgagor’s 
transmission  line,  hereinabove  described  as  num- 
ber (12),  near  Straven,  in  Shelby  County,  10.88 
miles,  more  or  less,  to  the  Mortgagor’s  substation 
at  Montevallo,  in  Shelby  County,  and  all  service 
lines  extending  therefrom; 

(18)  The  Warrior  to  Corona  Transmission 
Line,  extending  from  the  Mortgagor’s  steam  plant 
at  Gorgas,  in  Walker  County,  15.71  miles,  more  or 
less,  to  the  Mortgagor’s  substation  at  Corona,  in 
Walker  County,  and  all  service  lines  extending 
therefrom; 

(19)  The  Parrish  to  Jasper  Transmission  Line, 
extending  from  a point  on  the  Mortgagor’s  trans- 
mission line,  hereinabove  described  as  number 
(18),  at  or  near  Parrish  in  Walker  County,  7.7 
miles,  more  or  less,  to  the  Mortgagor’s  substation 
at  Jasper,  in  Walker  County,  and  all  service  lines 
extending  therefrom; 

(20)  The  Auburn  to  Tuskegee  Transmission 
Line,  extending  from  the  Mortgagor’s  transmis- 
sion line,  hereinabove  described  as  number  (16), 
at  a point  near  Opelika,  in  Lee  County,  by  way  of 
Auburn,  in  Lee  County,  20.79  miles,  more  or  less, 
to  the  Mortgagor’s  substation  at  Tuskegee,  in 
Macon  County,  and  all  service  lines  extending 
therefrom ; 

(21)  The  Bessemer  to  Warrior  Transmission 
Line,  extending  from  the  Mortgagor’s  substation 
near  Bessemer,  in  Jefferson  County,  30.92  miles, 
more  or  less,  to  the  Mortgagor’s  steam  plant  at 


25 


Gorgas,  in  Walker  County,  and  all  service  lines 
extending  therefrom; 

(22)  The  Gadsden  to  Huntsville  Transmission 
Line,  extending  from  the  Mortgagor’s  steam  plant 
near  Gadsden,  in  Etowah  County,  64.38  miles, 
more  or  less,  to  the  Mortgagor’s  substation  at 
Huntsville,  in  Madison  County,  and  all  service 
lines  extending  therefrom; 

(23)  The  Gadsden  to  Lindale  Transmission 
line,  extending  from  the  Mortgagor’s  steam  plant 
near  Gadsden,  in  Etowah  County,  35.12  miles, 
more  or  less,  to  the  point  of  connection  with  the 
transmission  line  of  the  Georgia  Railway  & Power 
Company  at  the  Alabama-Georgia  State  Line,  in 
Cherokee  County,  and  all  service  lines  extending 
therefrom ; 

(24)  The  Huntsville  to  Decatur  Transmission 
Line,  extending  from  the  Mortgagor’s  substation 
at  Huntsville  in  Madison  County,  26.00  miles, 
more  or  less,  to  the  Mortgagor’s  steam  plant  at 
Albany  (formerly  New  Decatur),  in  Morgan  Coun- 
ty, and  all  service  lines  extending  therefrom; 

(25)  The  Huntsville  to  Gurley  Transmission 
Line,  extending  from  the  Mortgagor’s  substation 
at  Huntsville,  in  Madison  County,  13.10  miles, 
more  or  less,  to  the  Mortgagor’s  substation  at 
Gurley,  in  Madison  County,  and  all  service  lines 
extending  therefrom; 

(26)  The  Lock  12  to  Selma  Transmission  Line, 
extending  from  the  Mortgagor’s  hydro-electric 
plant  at  Lock  12  on  the  Coosa  River,  in  Chilton 
County,  by  way  of  the  Mortgagor’s  substation  at 
Vida,  in  Autauga  County,  53.44  miles,  more  or 
less,  to  the  Mortgagor’s  steam  plant  at  Selma, 


26 


in  Dallas  County,  and  all  service  lines  extending 
therefrom ; 

(27)  The  Ashland  to  Roanoke  Transmission 
Line,  extending  from  the  Mortgagor’s  substation 
at  Ashland,  in  Clay  County,  by  way  of  Lineville, 
in  Clay  County,  31.4  miles,  more  or  less,  to  the 
Mortgagor’s  substation  at  Roanoke,  in  Randolph 
County,  and  all  service  lines  extending  therefrom; 

(28)  The  Warrior  to  Empire  Transmission 
Line,  extending  from  the  Mortgagor’s  steam  plant 
at  Gorgas,  in  Walker  County,  16.3  miles,  more  or 
less,  to  Empire,  in  Walker  County,  and  all  service 
lines  extending  therefrom; 

(29)  The  Roanoke  to  LaFayette  Transmission 
Line,  extending  from  the  Mortgagor’s  substation 
at  Roanoke,  in  Randolph  County,  19.68  miles, 
more  or  less,  to  the  Mortgagor’s  substation  at 
LaFayette,  in  Chambers  County,  and  all  service 
lines  extending  therefrom; 

(30)  The  Jasper  to  Carbon  Hill  Transmission 
Line,  extending  from  the  Mortgagor’s  substation 
at  Jasper,  in  Walker  County,  by  way  of  Townley, 
in  Walker  County,  15.68  miles,  more  or  less,  to 
the  Mortgagor’s  substation  at  Carbon  Hill,  in 
Walker  County,  and  all  service  lines  extending 
therefrom; 

Together  with  the  following  franchises  and 
rights  under  which  said  transmission  lines,  or  any 
of  them,  are  or  may  be  constructed,  operated  and 
maintained : 

That  certain  franchise  granted  to  the  Mort- 
gagor by  the  Town  Council  of  Calera,  in 
Shelby  County,  by  ordinance  dated  June  18, 
1913; 


27 


That  certain  franchise  granted  to  the  Mort- 
gagor by  the  City  Council  of  Piedmont,  in 
Calhoun  County,  by  ordinance  dated  August 

4,  1915; 

That  certain  franchise  granted  to  the  Mort- 
gagor by  the  Town  Council  of  Cordova,  in 
Walker  County,  by  ordinance  dated  April  24, 
1917; 

That  certain  franchise  granted  to  the  Mort- 
gagor by  the  Town  Council  of  Five  Points, 
in  Chambers  County,  by  ordinance  dated 
November  20,  1919; 

That  certain  franchise  granted  to  the  Mort- 
gagor by  the  Town  Council  of  LaFayette,  in 
Chambers  County,  by  ordinance  dated  Oc- 
tober 22,  1919; 

That  certain  franchise  granted  to  the  Mort- 
gagor by  the  City  Council  of  Opelika,  in  Lee 
County,  by  ordinance  dated  July  21,  1916; 

That  certain  franchise  granted  to  the  Mort- 
gagor by  the  Town  Council  of  Tuskegee,  in 
Macon  County,  by  ordinance  dated  October 

5,  1920; 

That  certain  franchise  granted  to  the  Mort- 
gagor by  the  Town  Council  of  Auburn,  in  Lee 
County,  by  ordinance  dated  February  1,  1921. 

Those  certain  rights  granted  by  order  dated 
April  7,  1913,  made  by  the  Court  of  County 
Commissioners  of  Etowah  County;  by  order 
dated  November  3,  1913,  made  by  the  Court 
of  County  Commissioners  of  Tallapoosa 
County;  by  order  dated  November  4,  1913, 
made  by  the  Court  of  County  Commissioners 
of  Clay  County;  by  order  dated  August  10, 
1914,  made  by  the  Court  of  County  Commis- 
sioners of  St.  Clair  County;  by  order  dated 
September  7,  1914,  made  by  the  Board  of 


Road  Commissioners  of  St.  Clair  County;  by 
order  dated  November  24,  1913,  made  by  the 
Board  of  Revenue  of  Jefferson  County;  by 
order  dated  May  19,  1913,  made  by  the  Court 
of  County  Commissioners  of  Chilton  County; 
by  order  dated  June  4, 1913,  made  by  the  Court 
of  County  Commissioners  of  Coosa  County; 
by  order  dated  December  15,  1913,  made  by 
the  Board  of  Revenue  of  Shelby  County;  by 
order  dated  August  11,  1913,  made  by  the 
Court  of  County  Commissioners  of  Talladega 
County;  by  order  dated  December  7,  1914, 
made  by  the  Court  of  County  Commissioners 
of  Calhoun  County ; by  order  dated  February 
13,  1905,  made  by  the  Court  of  County  Com- 
missioners of  Etowah  County ; by  order  dated 
August  10,  1914,  made  by  the  Court  of  County 
Commissioners  of  Tuscaloosa  County;  and  by 
order  dated  September  7,  1915,  made  by  the 
Court  of  County  Commissioners  of  Morgan 
County ; 

Also  those  certain  rights  granted  to  the 
Mortgagor  by  order  dated  February  14,  1921, 
made  by  the  Court  of  County  Commissioners 
of  Autauga  County;  by  order  dated  May  14, 
1917,  made  by  the  Court  of  County  Commis- 
sioners of  Bibb  County;  by  order  dated  No- 
vember 6,  1916,  made  by  the  Court  of  County 
Commissioners  of  Chambers  County;  by  order 
dated  February  21,  1921,  made  by  the  Court 
of  County  Commissioners  of  Cherokee  County; 
by  order  dated  February  28, 1918,  made  by  the 
Court  of  County  Commissioners  of  Colbert 
County;  by  order  dated  November  3,  1919, 
made  by  the  Court  of  County  Revenues  of 
Dallas  County;  by  order  dated  November  10, 
1919,  made  by  the  Court  of  County  Commis- 


29 


sioners  of  Dallas  County;  by  order  dated  No- 
vember 6,  1912,  made  by  the  Court  of  County 
Commissioners  of  Etowah  County;  by  order 
dated  April  7,  1913,  made  by  the  Court  of 
County  Commissioners  of  Etowah  County ; by 
order  dated  April  2,  1918,  made  by  the 
Court  of  County  Commissioners  of  Franklin 
County;  by  order  dated  November  6,  1916, 
made  by  the  Court  of  County  Commissioners 
of  Lee  County;  by  order  dated  May  2,  1917, 
made  by  the  Court  of  County  Commissioners 
of  Limestone  County;  by  order  dated  Febru- 
ary 14, 1921,  made  by  the  Board  of  Revenue  of 
Macon  County;  by  order  dated  November  3, 

1919,  made  by  the  Court  of  County  Commis- 
sioners of  Madison  County;  by  order  dated 
February  16, 1921,  made  by  the  Board  of  Rev- 
enue of  Morgan  County ; by  order  dated  Feb- 
ruary 14,  1921,  made  by  the  Court  of  County 
Commissioners  of  Randolph  County;  by  agree- 
ment dated  June  28,  1907,  between  Talladega 
County,  Alabama,  and  Alabama  Power  De- 
velopment Company,  its  successors  and  as- 
signs; by  order  dated  November  9, 1916,  made 
by  the  Court  of  County  Commissioners  of 
Walker  County;  by  order  dated  April  1, 

1918,  made  by  the  Court  of  County  Commis- 
sioners of  Winston  County;  and  by  order 
dated  January  1,  1920,  made  by  the  Court  of 
County  Commissioners  of  Marshall  County. 

III. — The  electric  distributing  systems  of  the  Mortga-  Electric  dis- 
gor,  including  substations,  transformers,  switchboards,  *r“ng 
towers,  poles,  wires,  insulators  and  other  appliances 
and  equipment  and  all  other  property,  real  or  personal, 
forming  a part  of  or  appertaining  to,  or  used,  occupied 
or  enjoyed,  in  connection  with  the  said  distributing  sys- 


30 


terns  or  any  of  them;  together  with  all  rights  of  way, 
easements,  permits,  privileges,  franchises  and  rights  in 
or  relating  to  the  construction,  maintenance  or  operation 
thereof,  through,  over,  under  or  upon  any  public  streets 
or  highways  within  as  well  as  without  the  corporate  limits 
of  any  municipal  corporation,  including  the  following 
described  property  in  the  State  of  Alabama,  namely: 

(1)  The  Talladega  system  as  constructed  and 
equipped  at  and  near  Talladega  in  Talladega 
County;  together  with  the  office  and  substation  of 
the  Mortgagor  at  Talladega,  described  as  follows: 

The  property  conveyed  by  J.  E.  Stone,  being 
part  of  Lot  62,  according  to  the  original  survey 
of  the  City  of  Talladega,  and  being  Lots  29 
and  30  of  the  J.  E.  Stone  plat  of  the  City  of 
Talladega  as  shown  in  Plat  Book  Volume  I, 
page  100. 

Also  the  following  franchises  under  which  said 
system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to 
Alabama  Power  Development  Company  by 
the  City  Council  of  Talladega  by  ordinance 
dated  April  5,  1909,  to  distribute  and  sell 
electric  current  for  light,  power  and  other 
purposes  in  Talladega; 

( b ) That  certain  franchise  granted  to  the 
Mortgagor  by  the  City  Council  of  Talladega 
by  ordinance  dated  October  19,  1915. 

(2)  The  Decatur  system  as  constructed  and 
equipped  at  and  near  Decatur  and  Albany  (former- 
ly New  Decatur)  in  Morgan  County;  together  with 
the  following  franchises,  under  which  said  sys- 
tem is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  The 


31 


Decatur  Light,  Power  & Fuel  Company  by  the 
City  Council  of  Decatur  by  ordinance  dated 
March  10,  1906,  for  the  distribution  and  sale 
of  electric  current  for  light,  power  and  other 
purposes  in  the  City  of  Decatur; 

( b ) That  certain  franchise  granted  to  Ed- 
ward J.  Berwind  by  the  City  Council  of  New 
Decatur  (now  Albany)  by  ordinance  dated 
May  3,  1904,  for  the  distribution  and  sale  of 
electric  current  for  light,  power  and  other 
purposes  in  the  City  of  New  Decatur,  as 
amended  by  ordinance  dated  October  11, 
1915; 

(c)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  City  Council  of  New 
Decatur  (now  Albany),  by  ordinance  dated 
December  9,  1913; 

( d ) That  certain  franchise  granted  to  the 
Mortgagor  by  the  City  Council  of  Albany  by 
ordinance  dated  July  7,  1919; 

( e ) That  certain  franchise  granted  to  the 
Mortgagor  by  the  City  Council  of  Decatur 
by  ordinance  dated  October  16,  1919. 

(3)  The  Huntsville  system  as  constructed  and 
equipped  at  and  near  Huntsville  in  Madison 
County;  together  with  the  following  franchises,  un- 
der which  said  system  is  or  may  be  operated : 

(a)  That  certain  franchise  granted  to — , 
President  of  Huntsville  Electric  Company,  by 
the  Mayor  and  Aldermen  of  the  City  of  Hunts- 
ville by  ordinance  dated  May  17,  1887,  for  the 
installation  and  maintenance  of  an  electric 
lighting  system  in  the  City  of  Huntsville ; 

(fo)  That  certain  franchise  granted  to 


32 


Huntsville  Railway,  Light  & Power  Company 
by  order  of  the  Court  of  County  Commis- 
sioners of  Madison  County,  dated  May  4, 
1914,  as  amended  by  order  dated  June  1,  1914. 

(4)  The  Anniston  system  as  constructed  and 
equipped,  at  and  near  Anniston,  Hobson  City  and 
Oxford,  in  Calhoun  County;  together  with  that 
certain  substation  site  of  the  Mortgagor  at  An- 
niston described  as  follows: 

Beginning  at  a point  on  the  south  side  of 
Tenth  Street  in  the  City  of  Anniston,  which  is 
100  feet  east  of  and  perpendicular  to  the  center 
line  of  the  main  track  of  the  Selma  Division 
of  the  Southern  Railway  Company,  formerly 
the  East  Tennessee,  Virginia  & Georgia  Rail- 
way Company,  thence  south  13  degrees,  46 
minutes  east  for  a distance  of  498  feet,  thence 
north  76  degrees,  14  minutes  east  for  a dis- 
tance of  50  feet,  thence  south  13  degrees,  46 
minutes  east  for  a distance  of  776  feet  to  the 
point  of  beginning,  being  the  northeast 
corner  of  the  lot  herein  described,  thence  from 
said  point  of  beginning  south  76  de- 
grees, 14  minutes  west  for  a distance  of  30 
feet,  thence  south  13  degrees,  46  minutes  east 
for  a distance  of  120  feet,  thence  north  76  de- 
grees, 14  minutes  east  for  a distance  of  30 
feet,  thence  north  13  degrees,  46  minutes  west 
for  a distance  of  120  feet  to  the  said  point  of 
beginning,  said  lot  being  a rectangle,  30  feet 
wide  by  120  feet  long. 

Also  the  substation  site  of  the  Mortgagor 
at  Oxford  described  as  follows: 

Begin  at  the  northeast  corner  of  Fourth 
Street  and  McPherson  Street  in  the  Town  of 


33 


Oxford,  thence  east  along  margin  of  Fourth 
Street  99  feet,  thence  north  and  parallel  with 
McPherson  Street  33  feet,  thence  west  and 
parallel  with  Fourth  Street  99  feet  to  margin 
of  McPherson  Street,  thence  south  along  Mc- 
Pherson Street  33  feet  to  the  point  of  begin- 
ning. 

Also  the  following  franchises  under  which 
said  system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  An- 
niston Electric  Company  by  the  City  Council 
of  Anniston  by  ordinance  dated  October  12, 
1899,  for  the  distribution  and  sale  of  electric 
current  for  light,  power  and  other  purposes 
in  the  City  of  Anniston; 

( b ) That  certain  franchise  granted  to  An- 
niston Electric  & Gas  Company  by  the  City 
Council  of  Anniston  by  ordinance  dated  July 
27,  1911,  to  maintain  ornamental  lamps,  stand- 
ards and  electric  lights  on  certain  streets  in 
the  City  of  Amiiston ; 

( c ) That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Hobson 
City  by  ordinance  dated  January  3,  1916 ; 

( d ) That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Oxford  by 
ordinance  dated  August  1, 1917. 

(5)  The  Attalla  system  as  constructed  and  equip- 
ped at  and  near  Attalla  in  Etowah  County,  to- 
gether with  the  substation  site  of  the  Mortgagor 
described  as  follows: 

A lot  in  the  northeast  corner  of  Lot  4, 
Block  15,  of  the  Christopher  and  Stewart  Ad- 


34 


dition  to  the  City  of  Attalla,  Alabama,  front- 
ing 30  feet  on  the  northwest  side  of  Fourth 
Street  and  50  feet  on  Eleventh  Avenue. 

Also  the  following  franchises,  under  which 
said  system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  the 
Alabama  City,  Gadsden  & Attalla  Railway 
Company  by  the  Legislature  of  Alabama,  by 
Act  approved  December  7,  1900,  (Acts  1900- 
01,  p.  93) ; 

( b ) That  certain  franchise  granted  to  the 
Mortgagor  by  the  City  Council  of  Attalla  by 
ordinance  dated  May  5,  1913 ; 

(c)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  City  Council  of  Attalla  by 
ordinance  dated  January  19,  1914. 

(6)  The  Pell  City  system  as  constructed  and 
equipped  at  and  near  Pell  City  in  St.  Clair 
County;  together  with  the  substation  site  of  the 
Mortgagor  located  in  Pell  City  described  as  fol- 
lows: 

• Lot  No.  1 in  Block  No.  41,  being  25x100  feet, 
as  shown  by  the  Map  of  Pell  City  made  by  S. 
H.  Lea  and  now  of  record  in  the  office  of  the 
Judge  of  Probate  at  Ashville  in  St.  Clair 
County ; 

Also  the  following  franchise  under  which  said 
system  is  or  may  be  operated: 

That  certain  franchise  granted  to  W.  M. 
Hood  by  the  Town  Council  of  Pell  City  by  ordi- 
nance dated  March  2,  1914. 

(7)  The  Lincoln  system  as  constructed  and 
equipped,  at  and  near  Lincoln  in  Talladega 


35 


County;  together  with  the  substation  site  of  the 
Mortgagor  described  as  follows : 

A tract  of  land  containing  one  acre,  more  or 
less,  situated  in  the  southeast  quarter  of 
northeast  quarter  of  section  twenty-eight, 
township  sixteen  south,  range  five  east,  par- 
ticularly described  as  follows: 

Beginning  at  a point  where  the  west  bound- 
ary of  the  said  southeast  quarter  of  the  north- 
east quarter  of  section  twenty-eight,  town- 
ship sixteen  south,  range  five  east,  intersects 
the  southern  boundary  of  the  right  of  way  of 
the  Southern  Railway  Company;  thence  in  a 
southeasterly  direction  along  said  southern 
boundary  of  said  right  of  way  for  210  feet; 
thence  south  3 degrees  19  minutes  west  210 
feet;  thence  in  a northwesterly  direction  and 
parallel  to  the  southern  boundary  of  the  right 
of  way  of  said  Southern  Railway  Company 
210  feet  to  a point  on  the  said  west  boundary 
of  southeast  quarter  of  northeast  quarter  of 
section  twenty-eight,  township  sixteen  south, 
range  five  east;  thence  north  along  said  west 
boundary  210  feet  to  the  point  of  beginning. 

Also  the  following  franchises  under  which  said 
system  is  or  may  be  operated : 

(а)  That  certain  franchise  granted  to  W. 
M.  Hood  by  the  Town  Council  of  Lincoln  by 
ordinance  dated  March  3,  1914; 

(б)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Lincoln  by 
ordinance  dated  January  19,  1915; 

(8)  The  Ragland  system  ,as  constructed  and 
equipped,  at  and  near  Ragland  in  St.  Clair  County ; 


36 


together  with  the  substation  site  of  the  Mortgagor 
described  as  follows: 

Beginning  at  the  point  where  the  center 
line  of  the  Mortgagor’s  transmission  line 
right  of  way,  extending  from  Jackson  Shoals 
to  Ragland,  crosses  the  western  boundary  of 
the  northeast  quarter  of  the  southwest  quar- 
ter of  section  twenty,  township  fifteen  south, 
range  five  east;  thence  north  19  degrees,  29 
minutes  west  320  feet;  thence  north  70  de- 
grees, 31  minutes  east  450  feet  to  point  of  be- 
ginning; thence  at  a right  angle  to  the  left  at 
said  point  of  beginning  25  feet;  thence  at  a 

right  angle  to  the  right  50  feet;  thence  at  a 

right  angle  to  the  right  50  feet;  thence  at  a 

right  angle  to  the  right  50  feet;  thence  at  a 

right  angle  to  the  right  25  feet  to  the  point  of 
beginning,  together  with  the  right  of  ingress 
and  egress  to  and  from  said  property. 

Also  the  following  franchises  under  which  said 
system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  W. 
M.  Hood  by  the  Town  Council  of  Ragland 
by  ordinance  dated  March  31,  1914; 

(b)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Ragland 
by  ordinance  dated  May  7,  1914. 

(9)  The  Leeds  system  as  constructed  and 
equipped,  at  and  near  Leeds  in  Jefferson  County; 
together  with  the  following  franchises  under 
which  said  system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  W. 
M.  Hood  by  the  Town  Council  of  Leeds  by 
ordinance  dated  March  18,  1914; 


37 


( b ) That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Leeds  by 
ordinance  dated  September  2,  1914. 

(10)  The  West  Blocton  system  as  constructed 
and  equipped,  at  and  near  West  Blocton  in  Bibb 
County;  together  with  the  substation  site  of  the 
Mortgagor  described  as  follows: 

Lots  numbered  fifteen  and  sixteen  in  block 
numbered  eleven  according  to  the  survey  and 
map  of  Blocton  Heights  as  same  is  recorded 
in  the  office  of  Judge  of  Probate  of  Bibb 
County;  the  said  Blocton  Heights  being  a 
subdivision  of  the  north  half  of  the  southwest 
quarter  of  section  thirteen,  township  twenty- 
two  south,  range  six  west.  All  minerals  and 
mining  rights  are  excepted  herefrom. 

Also  the  following  franchise  under  which  said 
system  is  or  may  be  operated: 

That  certain  franchise  granted  to  the  Mort- 
gagor by  the  Town  Council  of  West  Blocton 
by  ordinance  dated  June  17,  1915. 

(11)  The  Hartselle  system  as  constructed  and 
equipped  at  and  near  Hartselle,  in  Morgan  County, 
together  with  the  substation  site  of  the  Mortgagor 
described  as  follows : 

Subdivisions  numbered  8,  9,  10  and  11  of  lot 
numbered  13,  according  to  the  survey  and  plat 
of  Stuarts  Addition  to  Hartselle,  as  recorded 
in  Plat  Book  on  page  29,  in  the  office  of  the 
Probate  Judge  of  Morgan  County,  said  lot 
being  a rectangle  fronting  90  feet  on  the 
south  side  of  Chestnut  Street  and  96  feet  on 
the  west  side  of  Railroad  Street. 


38 


Also  the  following1  franchise  under  which  said 
system  is  or  may  be  operated: 

That  certain  franchise  granted  to  the  Mort- 
gagor by  the  Board  of  Commissioners  of  the 
City  of  Hartselle  by  ordinance  dated  August 
10,  1915. 

(12)  The  Guntersville  system  as  constructed 
and  equipped  at  and  near  Guntersville,  in  Mar- 
shall County,  together  with  the  following  fran- 
chise under  which  said  system  is  or  may  be  oper- 
ated: 

That  certain  franchise  granted  to  the  Mort- 
gagor by  the  Town  Council  of  Guntersville  by 
ordinance  dated  July  5,  1915. 

(13)  The  Austinville  system  as  constructed  and 
equipped  at  and  near  Austinville  in  Morgan  Coun- 
ty, together  with  the  following  franchise  under 
which  said  system  is  or  may  be  operated: 

That  certain  franchise  granted  to  the  Mort- 
gagor by  the  Town  Council  of  Austinville  by 
ordinance  dated  September  6,  1915. 

(14)  The  Gadsden  system  as  constructed  and 
equipped  at  and  near  Gadsden]  in  Etowah  County ; 
together  with  the  following  franchises  under  which 
said  system  is  or  may  be  operated : 

(a)  That  certain  franchise  granted  to  the 
Alabama  City,  Gadsden  & Attalla  Railway 
Company  by  the  Legislature  of  Alabama,  by 
Act  approved  December  7,  1900,  (Acts  1900- 
01,  p.  93) ; 

( b ) That  certain  franchise  granted  to  Gads- 
den Light,  Coal  & Ice  Company  by  the  City 


39 


Council  of  Gadsden  by  ordinance  dated  No- 
vember 11,  1902 ; 

(c)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  City  Council  of  Gadsden  by 
ordinance  dated  May  18,  1914. 

[ 5)  The  Selma  system  as  constructed  and 
-quipped,  at  and  near  Selma  in  Dallas  County; 
gether  with  the  following  franchise  under  which 
d system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  Selma 
Lighting  Company  by  the  City  Council  of 
Selma  by  ordinance  dated  September  16,  1919. 

(16)  The  Roanoke  system  as  constructed  and 
equipped,  at  and  near  Roanoke  in  Randolph 
County;  together  with  the  substation  site  of  the 
Mortgagor  described  as  follows : 

Commence  at  the  northeast  corner  of'  the 
northeast  quarter  of  the  northwest  quarter  of 
section  thirty-five,  township  twenty-one  south, 
range  twelve  east,  Huntsville  Meridian,  thence 
south  30  degrees  west  for  a distance  of  1010.2 
feet  to  an  iron  stake,  the  point  of  beginning; 
thence  south  77  degrees  west  60  feet  to  an 
iron  stake,  thence  south  24  degrees,  30  minutes 
east  for  a distance  of  102  feet  to  an  iron  stake; 
thence  north  77  degrees  east  40  feet  to  an 
iron  stake;  thence  north  13  degrees  west  100 
feet  to  the  point  of  beginning,  together  with 
the  right  of  ingress  and  egress  to  and  from 
said  lot  on  a street  which  bounds  said  lot  on 
the  east. 

Also  the  following  franchise  under  which  said 
system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  the 


40 


Mortgagor  by  the  City  Council  of  Roanoke  by 
ordinance  dated  November  6,  1917. 

(17)  The  Alabama  City  system  as  constructed 
and  equipped  at  and  near  Alabama  City  in  Etowah 
County;  together  with  the  following  franchises 
under  which  said  system  is  or  may  be  operated : 

( a ) That  certain  franchise  granted  to  the 
Alabama  City,  Gadsden  & Attalla  Railway 
Company  by  the  Legislature  of  Alabama,  by 
Act  approved  December  7,  1900,  (Acts  1900- 
01,  p.  93),  for  the  construction,  maintenance 
and  operation  of  electric  light  and  power 
plants  and  systems  in  the  City  of  Alabama 
City; 

( b ) That  certain  franchise  granted  to  the 
Alabama  City,  Gadsden  & Attalla  Railway 
Company  by  the  City  Council  of  Alabama  City 
by  ordinance  dated  September  23,  1912; 

(c)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  City  Council  of  Alabama 
City  by  ordinance  dated  November  5,  1913; 

(d)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  City  Council  of  Alabama 
City  by  ordinance  dated  May  20,  1914 ; 

(e)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  City  Council  of  Alabama 
City  by  ordinance  dated  March  6,  1916. 

(18)  The  Jasper  system  as  constructed  and 
equipped,  at  and  near  Jasper  in  Walker  County; 
together  with  the  substation  site  of  the  Mortgagor 
described  as  follows: 

Lot  5 in  Block  247  in  the  City  of  Jasper 
according  to  the  survey  and  map  made  by 


41 


John  S.  Foster,  Civil  Engineer  for  the  Jasper 
Land  Company  in  the  year  1891,  said  lot  be- 
ing 50  feet  by  140  feet,  being  located  on  the 
southeast  corner  of  said  Block  247,  and  front- 
ing east  on  Fourth  Avenue ; minerals  and  min- 
ing rights  excepted. 

Also  the  following  franchise  under  which  said 
system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  City  Council  of  Jasper  by 
ordinance  dated  July  2,  1917. 

(19)  The  Marion  system  as  constructed  and 
equipped  at  and  near  Marion  in  Perry  County; 
together  with  the  following  franchise  under  which 
said  system  is  or  may  be  operated : 

(a)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Marion 
by  ordinance  dated  May  16,  1917. 

(20)  The  Montevallo  and  Wilton  system  as  con- 
structed and  equipped  at  and  near  Montevallo  and 
Wilton  in  Shelby  County;  together  with  the  sub- 
station site  of  the  Mortgagor  located  in  Monteval- 
lo described  as  follows: 

Begin  at  the  point  of  intersection  of  the 
east  side  of  Cedar  Street  with  the  west  side 
of  Shelby  Street,  thence  in  a northeasterly 
direction  along  the  west  side  of  Shelby  Street 
for  a distance  of  153.1  feet,  thence  at  a right 
angle  to  the  left  95.3  feet  to  a point  on  the 
east  side  of  Cedar  Street,  thence  run  in  a 
southeasterly  direction  along  the  east  side 
of  Cedar  Street  to  point  of  beginning,  situated 
in  the  west  half  of  the  northwest  quarter  of 


42 


fractional  section  three,  township  twenty-four 
north,  range  twelve  east. 

Also  the  following  franchises  under  which  said 
system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Montevallo 
by  ordinance  dated  December  21,  1916; 

( b ) That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Wilton  by 
ordinance  dated  April  9,  1917. 

(21)  The  Ashland  system  as  constructed  and 
equipped  at  and  near  Ashland  in  Clay  County; 
together  with  the  substation  site  of  the  Mortgagor 
described  as  follows: 

Beginning  at  a point  on  the  east  boundary 
of  that  certain  street  in  the  Town  of  Ashland, 
running  north  and  south  by  the  depot  of  the 
Alabama  Northern  Railway  Company,  being 
known  as  Railroad  Avenue,  said  point  being 
north  233  feet  frojn  an  iron  pin  at  the  point 
of  intersection  of  the  north  boundary  of  Depot 
Street  with  the  east  boundary  of  said  Rail- 
road Avenue,  said  point  of  beginning  being 
also  8 feet  south  of  the  intersection  of  the 
center  line  of  the  south  fork  of  wye  of  the 
Alabama  Northern  Railway,  and  the  said  east 
boundary  of  the  said  Railroad  Avenue,  thence 
due  east  for  110  feet,  thence  due  north  36.5 
feet  to  the  center  of  a ditch,  thence  along  the 
center  of  said  ditch  110  feet  to  the  east  bound- 
ary of  said  Railroad  Avenue,  thence  along  the 
said  east  boundary  of  the  said  Avenue  40  feet 
to  the  point  of  beginning,  excepting  there- 
from the  rights  owned  by  the  Atlanta,  Birm- 
ingham & Atlantic  Railroad  Company  (or 


43 


the  Alabama  Northern  Railway  Company)  in 
the  following  described  tract:  Thirteen  feet  on 
either  side  of  a line  beginning  at  a point  8 feet 
north  of  the  above  described  point  of  begin- 
ning, thence  in  a northeasterly  direction  to  a 
point  32.2  feet  east  of  the  northwest  corner 
of  the  lot  above  described,  which  said  strip  is 
the  right  of  way  on  which  a part  of  the  south 
fork  of  the  said  wye  is  located.  Also  the  right  to 
usejthe  following  described  strip  of  land  as  a 
right  of  way  of  ingress  and  egress  to  and  from 
said  lot  for  any  and  all  purposes  for  which  the 
said  lot  may  in  future  be  used,  including  the 
right  of  ingress  and  egress  for  wagons,  ve- 
hicles of  all  kinds  and  pedestrians,  also  the 
right  to  construct,  operate  and  maintain,  elec- 
tric transmission,  telephone  and  telegraph 
lines  over  and  across  said  strip,  hereinafter 
described  and  to  lay  pipes,  conduits  and 
sewers  under  and  through  said  strip,  said 
strip  being  described  as  follows:  Beginning 
at  a point  on  the  south  line  of  the  lot  here- 
inabove (described,  said  point  of  beginning 
being  east  24  feet  from  the  southwest  cor- 
ner of  said  lot,  thence  in  a southwesterly 
direction  parallel  to  the  east  line  of  the 
right  of  way  on  which  the  south  fork  of  the 
wye  is  located,  hereinabove  described,  to  the 
east  line  of  the  said  Railroad  Avenue,  thence 
north  to  the  said  east  line  of  the  said  right 
of  way  on  which  the  said  wye  is  situated, 
thence  in  a northeasterly  direction  along  said 
east  line  of  the  said  right  of  way  to  the  south 
line  of  the  lot  hereinabove  described,  thence 
east  along  the  south  line  of  said  lot  to  the 
point  of  beginning,  said  strip  being  10  feet 


44 


wide  and  adjacent  to  the  right  of  way  of  said 
south  fork  of  said  wye. 

Also  the  following  franchise  under  which  said 
system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Ashland 
by  ordinance  dated  March  30,  1916. 

(22)  The  Camp  Hill  system  as  constructed  and 
equipped  at  and  near  Camp  Hill  in  Tallapoosa 
County;  together  with  the  substation  site  of  the 
Mortgagor  described  as  follows: 

That  certain  lot  lying  and  being  on  the  north 
side  of  Pine  Street  in  the  Town  of  Camp  Hill, 
described  as  follows:  Beginning  at  an  iron 
stake  on  the  north  side  of  said  Pine  Street  lo- 
cated as  follows : Begin  at  the  intersection  of 
the  north  side  of  Pine  Street  with  the  west 
side  of  Broad  Street,  which  said  point  of  in- 
tersection is  2178.8  feet  south  of  the  northeast 
corner  of  the  northwest  quarter  of  section 
twenty-one,  township  twenty-one  north,  range 
twenty-four  east,  thence  in  a westerly  direction 
along  the  north  side  of  Pine  Street  656.5  feet 
to  said  point  of  beginning,  thence  at  a right 
angle  to  the  north  side  of  Pine  Street  in  a 
northerly  direction  100  feet  to  an  iron  stake, 
thence  at  a right  angle  to  the  left  in  a west- 
erly direction  50  feet  to  an  iron  stake,  thence 
at  a right  angle  to  the  left  in  a southerly  direc- 
tion 100  feet  to  an  iron  stake,  thence  in  an  east- 
erly direction  along  the  north  side  of  Pine 
Street  50  feet  to  the  point  of  beginning., 

Also  the  following  franchise  under  which  said 
system  is  or  may  be  operated: 


45 


(a)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Camp  Hill 
by  ordinance  dated  December  29, 1916. 

(23)  The  Jacksonville  system  as  constructed 
and  equipped  at  and  near  Jacksonville  in  Cal- 
houn County;  together  with  the  substation  site 
of  the  Mortgagor  described  as  follows: 

A certain  lot  or  parcel  of  land  situated  in 
the  corporate  limits  of  Jacksonville,  being  a 
part  of  lot  known  as  the  Tredegar  Brick  and 
Tile  Company’s  lot,  and  more  definitely  de- 
scribed as  follows:  Begin  at  a point  where 
the  southern  boundary  of  Griffin  Street  inter- 
sects the  western  boundary  of  the  right  of 
way  of  the  Southern  Railway  Company, 
thence  run  westerly  along  the  said  southern 
boundary  of  Griffin  Street  one  hundred  feet, 
thence  southwesterly  and  parallel  to  said 
western  boundary  of  the  right  of  way  of  said 
Railway  Company  one  hundred  fifty  feet; 
thence  easterly  and  parallel  to  the  said  south- 
ern boundary  of  Griffin  Street  one  hundred 
feet  to  a point  on  said  western  boundary  of 
the  right  of  way  of  said  Railway  Company ; 
thence  northeasterly  along  said  western 
boundary  of  the  right  of  way  of  said  Rail- 
way Company  one  hundred  fifty  feet  to  the 
point  of  beginning,  the  said  lot  or  parcel  of 
land  being  a parallelogram  one  hundred  feet 
by  one  hundred  fifty  feet  situated  in  north- 
west quarter  of  northwest  quarter  of  section 
fourteen,  township  fourteen  south,  range  eight 
east. 

Also  the  following  franchise  under  which  said 
system  is  or  may  be  operated: 


46 


(a)  That  certain  franchise  granted  to  W. 
M.  Hood  by  the  Town  Council  of  Jackson- 
ville by  ordinance  dated  July  27,  1915. 

(24)  The  Clanton  system  as  constructed  and 
equipped  at  and  near  Clanton  in  Chilton  County; 
together  with  the  substation  site  of  the  Mortgagor 
described  as  follows: 

Beginning  at  a point  on  the  east  boundary 
line  of  Sixth  Street,  extended,  in  the  Town 
of  Clanton,  where  the  south  boundary  line  of 
Third  Avenue  South  as  shown  by  the  map 
of  the  Gowan  Addition  intersects  the  said 
east  boundary  line  of  said  Sixth  Street,  run 
thence  in  a southeasterly  direction  50  feet  on 
and  along  the  east  boundary  line  of  said  Sixth 
Street,  extended,  thence  at  right  angles  and 
parallel  with  the  south  boundary  line  of  said 
Third  Avenue  South  100  feet,  thence  at  right 
angles  parallel  with  the  eastern  boundary 
of  said  Sixth  Street,  extended,  50  feet,  thence 
at  right  angles  and  along  the  south  boundary 
line  of  said  Third  Avenue  South  100  feet  to 
the  point  of  beginning. 

Also  the  following  franchise  under  which  said 
system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to 
Coosa  Electric  Company  by  the  Town  Council 
of  Clanton  by  ordinance  dated  January  2, 
1920. 

(25)  The  Dora  system  as  constructed  and 
equipped  at  and  near  Dora  in  Walker  County; 
together  with  the  substation  site  of  the  Mort- 
gagor described  as  follows: 

Begin  at  the  southwest  corner  of  section 


47 


eighteen,  township  fifteen  south,  range  five 
west,  thence  north  1040.2  feet  to  the  center  of 
the  Mortgagor’s  transmission  line  right  of 
way  extending  from  its  steam  plant  at  Grorgas 
to  Empire,  thence  along  the  center  of  said 
right  of  way  north  59  degrees,  31  minutes 
east  537  feet,  thence  north  72  degrees,  51 
minutes  east  557.6  feet  to  a point,  thence 
south  17  degrees,  9 minutes  east  for  a dis- 
tance of  50  feet  to  the  point  of  beginning  of 
the  land  herein  conveyed,  said  beginning  point 
being  at  the  intersection  of  the  south  line  of 
said  right  of  way  with  the  public  road,  thence 
from  said  point  of  beginning  run  along  said 
public  road  south  51  degrees,  24  minutes  east 
for  a distance  of  60.5  feet,  thence  north  72 
degrees,  51  minutes  east  for  a distance  of 

102.4  feet,  thence  north  17  degrees,  9 minutes 
west  for  a distance  of  50  feet  to  a point  on 
the  south  line  of  said  right  of  way,  thence 
south  72  degrees,  51  minutes  west  with  the 
south  line  of  said  right  of  way  a distance  of 

142.4  feet  to  the  point  of  beginning.  The  coal 
and  other  minerals  in  and  under  said  lands, 
together  with  the  usual  mining  rights,  are  re- 
served to  the  Pratt  Consolidated  Coal  Com- 
pany, a corporation;  however,  in  exercising 
such  mining  rights  the  said  Coal  Company, 
its  successors  and  assigns  shall  not  interfere 
with  the  use  and  occupancy  of  said  lands. 

Also  the  following  franchise  under  which  said 
system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Dora  by 
ordinance  dated  April  11,  1916. 


48 


(26)  The  Gurley  system  as  constructed  and 
equipped  at  and  near  Gurley  in  Morgan  County; 
together  with  the  substation  site  of  the  Mort- 
gagor described  as  follows: 

Lots  numbers  18,  19  and  20  in  Block  5 ac- 
cording to  the  plat  of  the  said  Town  of  Gur- 
ley recorded  in  the  office  of  the  Judge  of  Pro- 
bate of  Madison  County  in  Plat  Book  No.  1, 
page  58,  said  lots  fronting  on  Railroad  Ave- 
nue 75  feet  and  running  back  150  feet,  and 
being  a part  of  the  northwest  quarter  of  the 
northwest  quarter  of  section  thirteen,  town- 
ship four,  range  two  east. 

Also  the  following  franchise  under  which  said 
system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Gurley  by 
ordinance  dated  May  15,  1916. 

(27)  The  Lineville  system  as  constructed  and 
equipped  at  and  near  Lineville  in  Clay  County; 
together  with  the  substation  site  of  the  Mort- 
gagor described  as  follows: 

A lot  facing  north  on  West  Main  Street 
in  the  Town  of  Lineville  and  being  described 
as  follows:  Beginning  at  a point  on  the  south 
side  of  West  Main  Street  491.7  feet  west  of 
the  point  of  intersection  of  the  center  of  Third 
Avenue  with  the  south  side  of  West  Main 
Street,  thence  west  along  the  south  side  of 
West  Main  Street  50  feet,  thence  south  at 
right  angles  with  the  south  side  of  West  Main 
Street  75  feet,  thence  east,  50  feet,  thence 
north  75  feet  to  the  point  of  beginning. 

Also  the  following  franchise  under  which  said 
system  is  or  may  be  operated : 


49 


( a ) That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Lineville 
by  ordinance  dated  May  11,  1916. 

(28)  The  Madison  system  as  constructed  and 
equipped  at  and  near  Madison  in  Madison  County ; 
together  with  the  substation  site  of  the  Mort- 
gagor described  as  follows: 

Beginning  at  the  point  where  the  center 
of  the  Mortgagor’s  transmission  line  right  of 
way  extending  from  its  substation  at  Hunts- 
ville to  its  steam  plant  at  Albany,  inter- 
sects the  east  boundary  of  the  Madison  and 
Triana  pike  road;  thence  north  80  degrees, 
15  minutes  east  along  and  with  the  said 
center  line  of  said  transmission  line  right  of 
way  for  a distance  of  210  feet  to  a rock;  thence 
north  parallel  with  the  said  east  boundary 
line  of  said  pike  road  for  a distance  of  105 
feet  to  a rock;  thence  south  80  degrees,  15 
minutes  west  for  a distance  of  210  feet  to 
a point  in  the  said  east  boundary  line  of  said 
road,  thence  south  along  and  with  the  east 
boundary  line  of  said  road  to  the  point 
of  beginning,  situated  in  the  northwest 
quarter  of  the  southwest  quarter  of  section 
sixteen,  township  four  south,  range  two  west. 

Also  the  following  franchise  under  which  said 
system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Madison 
by  ordinance  dated  March  9,  1920. 

(29)  The  Notasulga  system  as  constructed  and 
equipped  at  and  near  Notasulga  in  Macon  County; 
together  with  the  following  franchise  under  which 
said  system  is  or  may  be  operated: 


50 


Gas  dis- 
tributing 
system. 


(a)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Notasulga 
by  ordinance  dated  April  27,  1921. 

(30)  The  Oakman  system  as  constructed  and 
equipped  at  and  near  Oakman  in  Walker  County; 
together  with  the  following  franchise  under  which 
said  system  is  or  may  be  operated : 

(a)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Oakman 
by  ordinance  dated  November  24,  1919. 

(31)  The  Eden  system  as  constructed  and 
equipped  at  and  near  Eden  in  St.  Clair  County; 
together  with  the  following  franchise  under  which 
said  system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Eden  by 
ordinance  dated  August  25,  1919. 

(32)  The  Smith  Hill  system  as  constructed  and 
equipped  at  and  near  Smith  Hill  in  Bibb  County; 
together  with  the  following  franchise  under  which 
said  system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Smith 
Hill  by  ordinance  dated  May  15,  1916. 

IV. — The  gas  distributing  systems  of  the  Mortgagor, 
including  plants  and  stations  for  the  manufacture,  pro- 
duction, and  distribution  of  gas,  pipes,  mains,  conduits, 
meters  and  other  appliances  and  equipment,  and  all  other 
property,  real  or  personal,  forming  a part  of  or  apper- 
taining to  or  used,  occupied  or  enjoyed,  in  connection 
with  the  said  plants  or  distributing  systems,  or  any  of 
them;  together  with  all  rights  of  way,  easements,  per- 
mits, privileges,  franchises  and  rights,  for  or  relating  to 


51 


the  construction,  maintenance  or  operation  thereof, 
through,  over,  under,  or  upon  any  public  streets  or  high- 
ways within  as  well  as  without  the  corporate  limits  of 
any  municipal  corporation,  including  the  following  de- 
scribed property  in  the  State  of  Alabama,  namely: 

(1)  The  Decatur  system  as  constructed  and 
equipped  at  and  near  Decatur  and  Albany  (former- 
ly New  Decatur)  in  Morgan  County;  together  with 
the  gas  plant  located  on  property  described  as 
follows : 

Lots  1 to  12  in  Block  342A  bounded  on  the 
north  and  east  by  Lee  Street,  on  the  west  by 
the  Louisville  and  Nashville  Railroad  Com- 
pany’s right  of  way,  on  the  south  by  the  De- 
catur Land  Company’s  property  (formerly 
belonging  to  the  Decatur  Land  Improvement 
and  Furnace  Co.)  according  to  the  plan  of 
subdivision  of  the  Decatur  Mineral  and  Land 
Company’s  property,  a plan  of  which  is  on  file 
in  the  office  of  the  Probate  Judge  of  Morgan 
County,  and  being  the  same  property  which 
was  conveyed  on  May  13,  1889,  by  the  Decatur 
Mineral  and  Land  Company  to  the  Decatur 
Light  and  Power  Company. 

Also  the  following  franchises  under  which  said 
system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  the 
Decatur  Light  and  Power  Company  by  the 
Town  Council  of  New  Decatur  (now  Albany) 
by  ordinance  dated  March  10,  1890,  for 
the  distribution  and  sale  of  gas,  as  amended 
by  the  supplemental  ordinance  passed  by  the 
City  Council  of  New  Decatur  (now  Albany) 
on  April  28,  1913; 

( b ) That  certain  franchise  granted  to  Thf* 


52 


Decatur  Light,  Power  & Fuel  Company  by  the 
City  Council  of  Decatur  by  ordinance  dated 
April  4,  1912,  for  the  distribution  and  sale  of 
gas. 

(2)  The  Anniston  system  as  constructed  and 
equipped  at  and  near  Anniston,  Oxford  and  Blue 
Mountain  City  in  Calhoun  County;  together  with 
the  gas  plant  located  on  property  described  as  fol- 
lows : 

Lots  1 and  2 in  Block  10,  Division  1,  lots 

4 and  5 in  Block  10,  also  a projected  10-foot 
alley  which  separates  lot  2 from  lots  3,  4 and 

5 in  Block  10;  also  projected  Read  Street 
between  Blocks  9 and  10;  also  lots  1,  2,  3,  4, 
5,  6 and  7 in  Block  9,  with  a projected  50-foot 
street  on  the  south  side  of  said  Block;  all 
according  to  Stonestreet’s  Map  of  Property 
of  South  Anniston  Land  Company;  also  all 
of  Block  364  according  to  map  attached  to 
deed  of  Anniston  City  Land  Company"  to  T. 
L.  Bellingrath  dated  August  25,  1892,  re- 
corded in  Book  26,  Register  of  Deeds,  page 
445,  in  the  Probate  Office  of  Calhoun  County; 
also  a certain  parcel  of  land  situated  between 
Noble  Street  as  extended  on  the  eas/t,  the 
property  of  Elizabeth  R.  Randolph  on  the 
southeast,  a line  drawn  from  the  southwest 
corner  of  Lot  7 in  Block  9 to  the  extreme  west- 
ern point  of  the  property  of  Elizabeth  R. 
Randolph  on  the  west,  and  Lot  7 in  Block  9 
on  the  northwest. 

Also  the  following  franchises  under  which  said 
system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  the 
Anniston  Electric  & Gas  Company  by  the 


53 


City  Council  of  Anniston  by  ordinance  dated 
September  27,  1906,  for  the  distribution  and 
sale  of  gas  for  illuminating  and  fuel  pur- 
poses, as  amended  by  ordinance  dated  Janu- 
ary 24,  1907,  and  as  extended  by  ordinances 
dated  February  19,  1907,  and  March  19,  1912 ; 

( b ) That  certain  franchise  granted  to  the 
Mortgagor  by  the  City  Council  of  Oxford  by 
ordinance  dated  August  9,  1915,  for  the  dis- 
tribution and  sale  of  gas  ; 

(c)  That  certain  franchise  granted  to  the 
Mortgagor  by  the  Town  Council  of  Blue 
Mountain  City  by  ordinance  dated  January 
1,  1917. 

(3)  The  Selma  system  as  constructed  and 
equipped  at  and  near  Selma,  in  Dallas  County; 
together  with  the  gas  plant  located  on  the  prop- 
erty hereinabove  described  as  that  upon  which  the 
steam  plant  of  the  Mortgagor  at  Selma  is  located ; 
also  the  following  franchise  under  which  said  sys- 
tem is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to 
. Selma  Lighting  Company  by  the  City  Council 
of  Selma  by  ordinance  dated  September  16, 

1919. 

V. — The  street  and  interurban  railway  lines  of  thestrcet  and 
Mortgagor,  including  the  rails,  switches,  frogs,  poles,  j.“^“rban 
pole  lines,  wires,  insulators,  cars  and  other  rolling  stock,  lines.  ' 
and  other  appliances  and  equipment  and  all  other  prop- 
erty, real  or  personal,  forming  a part  of  or  appertain- 
ing to,  or  used,  occupied  or  enjoyed,  in  connection  with 
the  said  street  railway  systems,  or  any  of  them;  together 
with  all  rights  of  way,  easements,  permits,  privileges, 
franchises  and  rights  for  or  relating  to  the  construe- 


54 


tion,  maintenance  or  operation  thereof,  through,  over  or 
upon  any  public  streets  or  highways,  parks  or  bridges 
within  as  well  as  without  the  corporate  limits  of  any 
municipal  corporation,  including  the  following  described 
property  in  the  State  of  Alabama,  namely: 

(1)  The  Anniston  street  railway  system  as  con- 
structed and  equipped  at  and  near  Anniston,  Hob- 
son City  and  Oxford,  in  Calhoun  County;  together 
with  the  car  barn  located  on  property  described 
as  follows: 

Those  lands  fronting  on  Wilmer  Street, 
consisting  of  the  east  half  of  block  127,  ac- 
cording to  the  Quintard  Land  Company’s  Map 
of  the  City  of  Anniston,  being  lots  8,  9,  10,  11, 
12  and  13,  inclusive. 

Also  the  following  described  property: 

(a)  Lot  10  in  Block  128  and  10  feet  off  the 
southern  end  of  lot  11  in  Block  128,  all  accord- 
ing to  the  Quintard  Land  Company’s  map  of 
the  City  of  Anniston; 

(b)  Also  that  certain  property  known  as 
the  Oxford  Lake  property  and  located  at  one 
terminus  of  said  system;;  said  property  being 
described  as  follows: 

That  certain  tract  of  land  known  as  the 
McCully  Home  Place,  described  as  follows : 
Beginning  at  a point  on  the  north  boundary 
line  of  section  twenty-nine,  township  sixteen 
south,  range  eight  east,  661  feet  west  of  north- 
east corner  of  said  section;  thence  down  the 
center  of  a ditch  south  ten  and  one-quarter 
degrees  west  796  feet;  thence  south  fifty-four 
and  one-quarter  degrees  east  174  feet;  thence 
south  thirteen  and  one-sixth  degrees  east  53 


55 


and  one-half  feet ; thence  south  eight  and  one- 
sixth  degrees  east  1100  feet;  thence  south  two 
and  two-thirds  degrees  west  637  feet  to  south 
boundary  line  of  northeast  quarter  of  section 
intersecting  the  line  693  feet  west  of  south- 
east corner  of  said  quarter  section;  thence 
west  on  said  quarter  section  line  south  eighty- 
six  and  three-quarters  degrees  west  1307  and 
nine-tenths  feet  to  mouth  of  lane;  thence 
following  the  said  lane  north  three  degrees 
east  2689  feet  to  the  north  boundary  line  of 
said  section;  thence  north  eighty-six  and 
three-quarters  degrees  east  1017  feet  to  begin- 
ning, containing  70  acres. 

( c ) Also  the  property  known  as  the  Hobson 
City  Park  property  and  located  at  another 
terminus  of  said  system;  said  property  being 
described  as  follows : 

Beginning  at  a point  on  the  south  line  of 
the  northwest  quarter  of  the  northwest  quar- 
ter of  section  nineteen,  township  sixteen  south, 
range  eight  east,  74  feet  west  of  the  southwest 
corner  of  the  northeast  quarter  of  the  north- 
west quarter  of  said  section;  thence  north  87 
degrees  30  minutes  east  1061  feet  along  south 
line  of  said  “Forties”  to  the  southwest  corner 
of  Mattie  Young’s  lot;  thence  north  2 degrees 
30  minutes  west  98  feet  to  the  northwest  cor- 
ner of  said  Young’s  lot;  thence  north  87  de- 
grees 30  minutes  east  with  the  north  line  of 
said  Young’s  lot  145  feet  to  the  west  line  of 
Lincoln  Street  in  the  Hobson  City  Park  addi- 
tion; thence  north  2 degrees,  30  minutes  west 
with  the  west  line  of  said  Street,  318  feet  to 
the  south  line  of  Bruce  Avenue  in  said  addi- 
tion ; then  south  87  degrees,  30  minutes  west, 


56 


360  feet  to  the  southwest  corner  of  Wash- 
ington Street  and  Bruce  Avenue  in  said  addi- 
tion; thence  north  2 degrees,  30  minutes  west 
190  feet  to  the  southwest  corner  of  Washing- 
ton Street  and  Park  Avenue  in  said  addition; 
thence  south  88  degrees,  40  minutes  west  along 
the  south  line  of  Park  Avenue  778  feet;  thence 
south  2 degrees,  30  minutes  east,  590  feet  to 
the  beginning;  together  with  all  the  improve- 
ments thereon  and  appurtenances  thereunto 
belonging,  in  Calhoun  County,  contain- 
ing 15  acres,  more  or  less,  and  known  as 
Hobson  City  Park,  and  being  the  same  prop- 
erty as  that  conveyed  by  C.  T.  Brooks,  Sheriff 
of  Calhoun  County,  to  J.  C.  Sproull,  Trustee, 
by  deed  dated  on  the  22nd  day  of  May,  1912. 

Also  the  following  franchises  under  which  said 
system  is  or  may  be  operated : 

(a)  That  certain  franchise  granted  to  the 
Anniston,  Oxanna  & Oxford  Street  Railway 
Company  by  the  Town  Council  of  Oxford  by 
ordinance  dated  October  10,  1884; 

(b)  That  certain  franchise  granted  to  the 
Anniston,  Oxanna  & Oxford  Street  Railway 
Company  by  the  Town  Council  of  Oxford  by 
ordinance  dated  May  6,  1889; 

(c)  That  certain  franchise  granted  to  the 
Anniston  Electric  & Gas  Company  by  the 
Town  Council  of  Oxford  by  ordinance  dated 
August  13,  1907 ; 

( d ) That  certain  franchise  granted  to  the 
Oxford  Lake  Line  by  the  Town  Council  of  Ox- 
anna by  ordinance  dated  April  6,  1891 ; 

(e)  That  certain  franchise  granted  to  the 


57 


Anniston,  Oxford  & Oxanna  Street  Railway 
Company  by  the  City  Council  of  Anniston  by 
ordinance  dated  June  28,  1889; 

(/)  That  certain  franchise  granted  to  the 
Oxford  Lake  Line  by  the  City  Council  of  An- 
niston by  ordinance  dated  December  12,  1890, 
as  amended  by  ordinances  adopted  March  27, 
1891,  and  May  22,  1891; 

(g)  That  certain  franchise  granted  to  J.  W. 
Bigsby,  as  President  of  the  Anniston  Street 
Railway  Company,  by  the  City  Council  of  An- 
niston by  ordinance  dated  February  14,  1890 ; 

(7i)  That  certain  franchise  granted  to  the 
Anniston  Electric  Railway  Company  by  the 
City  Council  of  Anniston  by  ordinance  dated 
December  11,  1891; 

( i ) That  certain  franchise  granted  to  the 
Anniston  Electric  & Gas  Company  by  the  City 
Council  of  Anniston  by  ordinance  dated  Jan- 
uary 8,  1903; 

(j)  That  certain  franchise  granted  to  the 
Oxford  Lake  Line  by  the  City  Council  of  An- 
niston by  ordinance  dated  April  28, 1898 ; 

(k)  That  certain  franchise  granted  to  the 
Anniston  Electric  & Gas  Company  by  the 
Town  Council  of  Hobson  City  by  ordinance 
dated  January  22,  1906; 

( l ) That  certain  franchise  granted  to  the 
Anniston  Electric  & Gas  Company  by  the  City 
Council  of  Anniston  by  ordinance  dated  De- 
cember 12,  1901; 

(m)  That  certain  franchise  granted  to  the 
Anniston  Electric  Company  by  the  City  Coun- 


58 


cil  of  Anniston  by  ordinance  dated  January  16, 
1899; 

( n ) That  certain  franchise  granted  to  the 
Anniston  Electric  & Gas  Company  by  the  City 
Council  of  Anniston  by  ordinance  dated  Feb- 
ruary 26,  1903; 

( o ) That  certain  franchise  granted  to  the 
Anniston  City  Electric  Railway  Company  by 
the  City  Council  of  Anniston  by  ordinance 
dated  March  22,  1895; 

( p ) That  certain  franchise  granted  to  J.  W. 
Bigsby  and  his  associates  by  the  City  Council 
of  Anniston  by  ordinance  dated  October  28, 
1887; 

( q ) That  certain  franchise  granted  to  J.  W. 
Bigsby  and  his  associates  by  the  City  Council 
of  Anniston  by  ordinance  dated  May  11,  1888 ; 

(r)  That  certain  franchise  granted  to  the 
Anniston  Electric  & Gas  Company  by  the  City 
Council  of  Anniston  by  ordinance  dated  March 
12.  1908; 

(s)  That  certain  franchise  granted  to  the 
Anniston  Street  Railway  Company  by  the  City 
Council  of  Anniston  by  ordinance  dated  Feb- 
ruary 13,  1886,  as  amended  by  ordinance 
dated  February  11,  1887 ; 

( t ) That  certain  franchise  granted  to  the 
Mortgagor  by  the  City  Council  of  Anniston  by 
ordinance  dated  October  14,  1915; 

( u ) That  certain  franchise  granted  to  the 
Mortgagor  by  the  City  Council  of  Anniston  by 
ordinance  dated  October  30,  1915; 

( v ) That  certain  franchise  granted  to  the 


59 


Mortgagor  by  the  City  Council  of  Anniston  by 
ordinance  dated  July  26,  1917. 

(2)  The  Huntsville  street  railway  system  as  con- 
structed and  equipped  at  and  near  Huntsville  in 
Madison  County ; together  with  the  car  barn 
which  is  located  on  the  property  hereinabove 
described  as  that  upon  which  the  steam  plant  of 
the  Mortgagor  at  Huntsville  is  located;  also  the 
following  franchises  under  which  said  system  is 
or  may  be  operated: 

(а)  That  certain  franchise  granted  to  the 
Huntsville  Railway,  Light  & Power  Company 
by  the  Board  of  Commissioners  of  the  City 
of  Huntsville  by  ordinance  dated  July  16, 
1912; 

(б)  That  certain  franchise  granted  to  the 
Huntsville  Railway,  Light  & Power  Company 
by  order  of  the  Court  of  County  Commission- 
ers of  Madison  County  dated  May  4,  1914, 
as  amended  by  order  dated  June  1,  1914. 

(3)  The  Gadsden  street  railway  system  as  con- 
structed and  equipped  at  and  near  Gadsden,  Ala- 
bama City  and  Attalla,  in  Etowah  County;  to- 
gether with  the  car  barn  located  on  property  in 
the  City  of  Gadsden  described  as  follows : 

All  that  certain  tract  or  parcel  of  land  in 
the  City  of  Gadsden  bounded  on  the  east  by 
Ninth  Street,  on  the  north  by  the  right  of  way 
of  the  Southern  Railway  Company,  on  the 
west  by  Tenth  Street  and  on  the  south  by 
Gardner  Avenue,  excepting  the  triangular  lot 
between  said  Ninth  Street  and  Pipe  Shop 
Street,  and  the  following  described  part  of 
said  lot  which  is  not  conveyed;  Beginning 
at  a point,  said  point  being  the  intersection  of 


60 


the  west  line  of  section  four,  township  twelve, 
range  six  east,  with  the  south  line  of  the  right 
of  way  of  the  Southern  Railway  Company, 
said  intersection  being  south  7 degrees,  43^2 
minutes  west  and  286.2  feet  from  the  north- 
west corner  of  the  southwest  quarter  of  the 
northwest  quarter  of  said  section  four,  thence 
eastward  along  said  south  line  of  said  South- 
ern Railway  Company’s  right  of  way  85.9  feet 
to  a point,  thence  south  7 degrees,  43*4  min- 
utes west  175  feet  to  a point  15  feet  from  the 
center  of  the  track  of  the  Mortgagor’s  street 
railway  line  running  from  Gadsden  to  Attalla 
as  now  located,  thence  westward  and  15  feet 
at  right  angles  from  said  center  of  said  Rail- 
way track  76  feet  to  the  west  line  of  said 
section  four,  thence  north  7 degrees,  43^2 
minutes  east  along  said  section  line  203.5  feet 
to  point  of  beginning. 

Also  the  following  described  property  in  and 
near  Gadsden  used  in  connection  with  said  system : 

(a)  That  certain  triangular  lot  lying  south 
of  and  adjoining  Gardner  Street  between 
Ninth  and  Pipe  Shop  Streets; 

( b ) All  that  parcel  of  land  lying  within  and 
surrounded  by  the  loop  at  the  end  of  the 
Cansler  Avenue  line  near  the  office  of  the  Gulf 
States  Steel  Company,  being  a part  of  Blocks 
numbered  19  and  20,  according  to  map  of  the 
Oak  Park  addition  to  the  City  of  Gadsden,  as 
recorded  in  Plat  Book  B,  pages  200  and  201,  in 
the  office  of  the  Judge  of  Probate  of  Etowah 
County ; 

( c ) Lot  2 in  Block  9 of  Ewing  Addition  to 
the  City  of  Gadsden,  as  the  same  appears  of 


61 


record  in  Book  of  Town  Plats  “B,”  page  396, 
in  the  office  of  the  Judge  of  Probate  of  Etowah 
County ; 

( d ) Beginning  at  the  northeast  corner  of 
the  southwest  quarter  of  the  southwest  quarter 
of  section  five,  township  twelve,  range  six,  and 
running  westerly  945  feet  to  the  east  hank  of 
Black  Creek;  thence  along  said  east  bank  of 
Black  Creek  in  a southerly  direction  350  feet, 
more  or  less,  to  a stake ; thence  in  an  easterly 
direction  800  feet  to  a point  on  the  land  line 
350  feet  from  the  point  of  beginning,  thence 
in  a northerly  direction  along  said  line  350 
feet  to  point  of  beginning,  containing  6.626 
acres,  being  the  same  land  conveyed  by  Mattie 
E.  Green,  to  Coosa  Land  Company,  which  deed 
is  recorded  in  the  office  of  the  Judge  of  Pro- 
bate of  Etowah  County  in  Deed  Record  “TT,M 
page  619. 

Also  the  following  franchises  under  which  said 
system  is  or  may  be  operated: 

(a)  That  certain  franchise  granted  to  the 
Alabama  City,  Gadsden  & Attalla  Railway 
Company  by  the  Legislature  of  Alabama  by 
Act  approved  December  7,  1900,  (Acts  1900- 
01,  p.  93) ; 

( b ) That  certain  franchise  granted  to  Gads- 
den Land  & Improvement  Company  by  the 
City  Council  of  Gadsden  by  ordinance  dated 
May  28,  1888; 

(c)  That  certain  franchise  granted  to  Gads- 
den & Attalla  Union  Railway  Company  by  the 
City  Council  of  Gadsden  by  ordinance  dated 
May  5,  1890; 


62 


Substations 
for  distribut- 
ing electric 
current. 


( d ) That  certain  franchise  granted  to  Ala- 
bama City,  Gadsden  & Attalla  Railway  Com- 
pany by  the  City  Council  of  Gadsden  by  ordi- 
nance dated  November  11,  1903; 

( e ) That  certain  franchise  granted  to  W.  S. 
McCall,  J.  R.  Jordan,  David  Bukoffer  and  as- 
sociates by  the  City  Council  of  Gadsden  by 
ordinance  dated  October  31,  1898; 

(/)  That  certain  franchise  granted  to  Obal 
Christopher  and  associates  by  the  Town  Coun- 
cil of  Attalla  by  ordinance  dated  April  19, 
1889. 

Also  the  following  approving  ordinances: 

(1)  That  certain  ordinance  adopted  by  the 
City  Council  of  Gadsden  on  January  8,  1906, 
known  as  Ordinance  No.  769; 

(2)  That  certain  ordinance  adopted  by  the 
City  Council  of  Gadsden  on  October  1,  1906, 
known  as  Ordinance  No.  780; 

(3)  That  certain  ordinance  adopted  by  the 
City  Council  of  Gadsden  on  October  5,  1909, 
known  as  Ordinance  No.  886; 

(4)  That  certain  ordinance  adopted  by  the 
City  Council  of  Gadsden  on  August  2,  1920, 
known  as  Ordinance  No.  1167 ; 

(5)  That  certain  ordinance  adopted  by  the 
City  Council  of  Alabama  City  on  October  7, 
1909,  known  as  Ordinance  No.  122; 

(6)  That  certain  ordinance  adopted  by  the 
City  Council  of  Attalla  on  February  7,  1905, 
recorded  in  Ordinance  Book,  page  122. 

VI. — All  the  substations  of  the  Mortgagor  for  trans- 


63 


forming,  distributing  or  otherwise  regulating  electric 
current  at  any  of  its  plants,  together  with  all  buildings, 
transformers,  wires,  insulators  and  other  appliances  and 
equipment,  and  all  other  property,  real  or  personal, 
forming  a part  of  or  appertaining  to  or  used,  occupied 
or  enjoyed,  in  connection  with  any  of  said  substations, 
including,  in  addition  to  those  already  set  forth,  the  fol- 
lowing described  property  in  the  State  of  Alabama, 
namely : 

(1)  The  substation  at  Magella  near  Birmingham 
in  Jefferson  County,  located  on  land  described 
as  follows: 

Begin  at  a point  on  the  west  boundary  line 
of  the  southeast  quarter  of  the  northwest 
quarter  of  section  fifteen,  township  eighteen 
south,  range  three  west,  said  point  being  south 
656  feet  from  the  northwest  corner  of  the 
southeast  quarter  of  the  northwest  quarter  of 
said  section,  run  thence  south  89  degrees  and 
21  minutes  east  for  a distance  of  803  feet  to 
the  center  of  the  public  road  known  as  the 
Birmingham  and  Montevallo  public  road, 
thence  north  11  degrees  and  31  minutes  east 
along  the  center  of  said  public  road  for  a dis- 
tance of  726.5  feet  to  the  right  of  way  of  the 
Louisville  & Nashville  Railroad  (Mineral  Divi- 
sion), thence  in  a southwesterly  direction  for  a 
distance  of  1180  feet  along  the  eastern  bound- 
ary line  of  said  right  of  way  to  the  point  of 
beginning. 

(2)  The  substation  at  Woodstock  near  Annis- 
ton in  Calhoun  County,  located  on  land  described 
as  follows: 

All  that  part  of  the  south  half  of  the  north- 
west quarter  of  section  twelve,  township  six- 


64 


teen  south,  range  seven  east,  in  Calhoun 
County,  lying  south  and  east  of  the  right  of 
way  of  the  Louisville  & Nashville  Railroad 
Company  and  of  the  Southern  Railway  Com- 
pany bounded  as  follows : 

On  the  north  and  west  by  the  right  of  way 
of  the  Southern  Railway  Company  and  of  the 
Louisville  & Nashville  Railroad  Company,  on 
the  east  by  the  east  boundary  line  of  the 
northwest  quarter  of  said  section  twelve,  and 
on  the  south  by  the  south  boundary  line  of 
the  said  northwest  quarter  of  section  twelve, 
the  same  being  triangular  in  form  and  con- 
taining 13  acres,  more  or  less. 

(3)  The  substation  near  Bessemer  in  Jefferson 
County,  located  on  land  described  as  follows : 

A tract  of  land  situated  in  the  north  half 
of  the  northeast  quarter  of  section  eleven, 
township  nineteen  south,  range  four  west, 
described  as  follows:  Commencing  at  the 
northeast  corner  of  said  section  eleven, 
thence  west  along  the  north  line  of  said 
section  eleven  for  a distance  of  857.8  feet 
to  an  iron  corner  for  the  point  of  beginning; 
thence  turning  an  angle  of  144  degrees  and  43 
minutes  to  the  left  from  the  said  north  line 
of  said  section  eleven  for  a distance  of  148.6 
feet  to  a point;  thence  turning  an  angle  of  54 
degrees,  43  minutes  to  the  right  for  a distance 
of  479.17  feet  to  a point;  thence  turning  an 
angle  of  90  degrees  to  the  right,  run  west 
parallel  to  the  north  line  of  said  section  eleven 
for  a distance  of  1211.1  feet  to  a point  on  the 
east  boundary  line  of  the  right  of  way  of  the 
Louisville  & Nashville  Railroad  Company, 
thence  turning  an  angle  of  116  degrees  and  1 8 


65 


minutes  to  the  right  for  a distance  of  91.8 
feet  along  the  said  right  of  way  to  the  point 
of  a curve  of  said!  right  of  way ; thence  with  a 
2 degree,  50.44  minute  curve  to  the  right  for  a 
distance  of  593.3  feet  to  the  intersection  of  said 
east  boundary  line  of  said  right  of  way  with 
the  north  boundary  line  of  said  section  eleven, 
thence  along  the  northern  boundary  line  of 
said  section  eleven  for  a distance  of  714.2  feet 
to  the  point  of  beginning,  containing  13.54 
acres,  more  or  less,  mineral  and  mining  rights 
excepted. 

(4)  The  substation  near  Sylacauga  in  Tal- 
ladega County,  located  on  land  described  as  fol- 
lows : 

A tract  of  land  containing  4 acres,  more  or 
less,  situated  in  the  northwest  quarter  of  the 
northeast  quarter  of  section  thirty-six,  and  in 
the  south  half  of  the  southeast  quarter  of  sec- 
tion twenty-five,  all  in  township  twenty-one 
south,  range  three  east,  and  described  as  fol- 
lows: Begin  at  the  northeast  corner  of  said 
northwest  quarter  of  the  northeast  quarter  of 
section  thirty-six,  thence  south  215  feet,  thence 
west  425  feet,  thence  north  335  feet  to  a point 
on  the  southern  boundary  of  the  right  of  way 
of  the  Louisville  & Nashville  Railroad  Com- 
pany, thence  easterly  along  said  southern 
boundary  of  said  right  of  way  595  feet,  thence 
south  150  feet  to  a point  on  the  south  boundary 
of  said  section  twenty-five,  thence  west  170 
feet,  more  or  less,  to  the  point  of  beginning. 

(5)  The  substation  at  Huntsville  in  Madison 

County,  located  on  land  described  as  follows : , 

Beginning  at  a stone  at  the  center  of  the 


66 


east  boundary  of  section  two,  township  four 
south,  range  one  west,  thence  north  607  feet; 
thence  north  16  degrees  east  337.92  feet  to  the 
southeast  comer  of  the  land  herein  described 
and  conveyed,  thence  from  said  point  of  begin- 
ning north  16  degrees  east  193.38  feet  to  a 
stake  on  the  west  margin  of  the  right  of  way 
of  the  Nashville,  Chattanooga  & St.  Louis 
Railroad  Company,  25  feet  from  the  center  of 
the  road  bed  as  measured  at  right  angles  there- 
from, thence  with  the  said  right  of  way  along 
a 3 degree  curve  to  the  left  at  a bearing  of 
north  38  degrees  west!  if  reduced  to  a straight 
line,  588.72  feet  to  the  center  of  Pin  Hook 
Creek  just  above  its  confluence  with  Hunts- 
ville Spring  Branch ; thence  with  the  meanders 
of  said  Creek  south  34  degrees  west  330  feet 
to  an  angle  in  said  Creek;  thence  continuing 
down  said  Creek  south  14  degrees  west  398 
feet;  thence  north  89  degrees  east  590  feet  to 
the  point  of  beginning,  containing  6 acres. 

(6)  The  substation  at  Vida  in  Autauga  County, 
located  on  land  described  as  follows: 

A tract  of  land  situated  in  the  southwest 
quarter  of  the  northeast  quarter  of  section 
twenty-eight,  township  nineteen  north,  range 
fourteen  east,  and  described  as  follows:  Com- 
mencing at  the  northeast  corner  of  said  sec- 
tion twenty-eight,  thence  west  along  the  north 
boundary  of  said  section  twenty-eight  for  a 
distance  of  658  feet  to  the  point  where  the 
center  line  of  the  Mortgagor’s  transmission 
line  right  of  way  extending  from  Lock  12  to 
Selma  intersects  said  north  boundary  of  said 
section  twenty-eight;  thence  along  and  with 
said  center  line  of  said  right  of  way  south 


67 


57  degrees,  16  minutes  west  for  a distance  of 
1838  feet  to  the  point  where  said  center  line 
intersects  the  north  and  easterly  boundary  of 
the  Mobile  & Ohio  Railroad  Company’s  right 
of  way;  thence  running  in  a southerly  direc- 
tion along  and  with  said  north  and  easterly 
boundary  of  said  Mobile  & Ohio  Railroad 
Company’s  right  of  way  to  the  point  of  inter- 
section with  the  northern  boundary  of  said 
southwest  quarter  of  the  northeast  quarter  of 
section  twenty-eight,  this  being  the  point  of 
beginning  of  the  tract  of  land  herein  con- 
veyed; thence  running  east  along  and  with 
said  north  boundary  of  said  southwest  quar- 
ter of  the  northeast  quarter  of  said  section 
twenty-eight  for  a distance  of  525  feet  to  a 
point ; thence  south  4 degrees,  19  minutes  west 
600  feet  to  a point;  thence  north  85  degrees, 
41  minutes  west  450  feet  to  a point  in  said 
north  and  easterly  boundary  of  said  Mobile  & 
Ohio  Railroad  Company’s  right  of  way; 
thence  in  a northerly  direction  along  said 
right  of  way  to  the  point  of  beginning,  con- 
taining 6.5  acres,  more  or  less. 

(7)  The  substation  at  or  near  LaFayette,  in 
Chambers  County,  located  on  land  described  as 
follows : 

A tract  of  land  situated  partly  in  the  north- 
east quarter  of  the  southeast  quarter  of  sec- 
tion eleven  and  partly  in  the  northwest  quar- 
ter of  the  southwest  quarter  of  section  twelve, 
township  twenty-two  north,  range  twenty-six 
east,  described  as  follows:  Beginning  at  the 
point  where  the  south  boundary  of  the  north- 
east quarter  of  the  southeast  quarter  of  sec- 
tion eleven,  township  twenty-two  north,  range 


68 


twenty-six  east  intersects  the  easterly  boun- 
dary of  the  right  of  way  of  the  Central  of 
Georgia  Railway  Company,  thence  running 
north  89  degrees  53  minutes  east  with  said 
south  boundary  of  northeast  quarter  of  south- 
east quarter  of  section  eleven  and  its  con- 
tinuations for  a distance  of  635.9  feet,  more 
or  less,  to  an  iron  pipe  in  the  center  of  the 
road  leading  from  LaFayette,  Alabama,  to 
Roanoke,  Alabama,  thence  running  north  0 
degrees  07  minutes  west  with  the  center  line 
of  said  road  for  a distance  of  25  feet  to  an 
iron  spike,  thence  running  south  89  degrees 
53  minutes  west  paralleling  the  first  above  de- 
scribed course  for  a distance  of  566  feet  to 
an  iron  pipe,  thence  running  north  0 degrees 
07  minutes  west  for  a distance  of  25  feet  to 
an  iron  pipe,  thence  running  south  89  degrees 
53  minutes  west  for  a distance  of  50  feet, 
more  or  less,  to  an  iron  pipe  in  the  easterly 
boundary  of  the  right  of  way  of  the  Central 
of  Georgia  Railway  Company,  thence  run- 
ning south  21  degrees  58  minutes  wTest  with 
the  said  easterly  boundary  of  said  right  of 
way  for  a distance  of  53.9  feet,  more  or  less, 
to  the  point  of  beginning. 

(8)  The  substation  at  or  near  Cordova,  in 
Walker  County,  located  on  lands  described  as 
follows: 

Lot  No.  5 of  Block  56,  as  shown  by  and  ac- 
cording to  the  revised  map  of  the  Town  of 
Cordova,  as  platted  and  surveyed  by  Hooper 
Collier  in  1911,  said  lot  fronting  50  feet  on 
Stevens  Street  and  running  back  uniform  in 
width  to  an  alley  along  the  Southern  Railway 
line. 


69 


(9)  The  substation  on  Shades  Mountain,  near 
Birmingham  in  Jefferson  County,  located  on  lands 
described  as  follows: 

A tract  of  land  situated  in  the  southwest 
quarter  of  the  southeast  quarter  of  section 
eighteen,  township  eighteen  south,  range  two 
west,  more  particularly  described  as  follows, 
to-wit:  Commencing  at  a point  on  the  south 
boundary  of  said  section  eighteen  west  1429.9 
feet  from  the  southeast  corner  of  said  section 
eighteen,  thence  running  north  parallel  with 
the  eastern  boundary  of  said  section  eighteen 
for  a distance  of  50  feet  to  the  point  of  begin- 
ning of  the  lot  herein  conveyed,  thence  run 
west  parallel  with  the  southern  boundary  of 
said  section  eighteen  for  a distance  of  50  feet, 
thence  north  and  at  right  angles  to  the  south- 
ern boundary  of  said  section  for  a distance 
of  50  feet,  thence  east  and  parallel  with  the 
south  boundary  of  said  section  for  a dis- 
tance of  50  feet,  thence  south  parallel  with  the 
eastern  boundary  of  said  section  for  a dis- 
tance of  50  feet  to  the  point  of  beginning;  the 
southern  boundary  of  the  above  described  lot 
being  the  center  line  of  the  present  transmis- 
sion line  right  of  way  of  the  Mortgagor  ex- 
tending from  Leeds  to  Magella. 

VII. — All  telephone  lines  of  the  Mortgagor  used  or  t elephone 
available  for  use  in  the  operation  of  its  other  properties lmes' 
or  otherwise,  as  now  or  hereafter  constructed  and 
erected,  including  the  Anniston-Gadsden  Telephone  Line 
extending  from  the  Mortgagor’s  substation  at  Wood- 
stock  near  Anniston,  in  Calhoun  County,  25.95  miles, 


70 


more  or  less,  to  the  Mortgagor’s  steam  plant  near  Gads- 
den, in  Etowah  County  in  the  State  of  Alabama. 

Dam  sites.  VIII. — All  other  real  property  of  the  Mortgagor  or  in- 

terests therein,  of  any  sort  and  description  and  wher- 
ever located,  including,  particularly  the  following  dam 
sites  located  on  the  Coosa  River  and  other  streams  in  the 
State  of  Alabama: 

(1)  West  side  of  Lock  No.  7,  on  the  Coosa 
River,  described  as  follows: 

Ten  acres  off  the  south  side  of  the  north 
part  of  the  northwest  quarter,  and  all  of  the 
south  part  of  the  northwest  quarter,  all  in 
section  fourteen,  township  eighteen  south, 
range  three  east,  in  St.  Clair  County. 

(2)  East  side  of  Lock  No.  14,  on  the  Coosa 
River,  described  as  follows: 

Fraction  C,  section  twenty-one,  township 
twenty-two  north,  range  sixteen  east,  in  Coosa 
County. 

(3)  West  side  of  Lock  No.  14,  on  the  Coosa 
River,  described  as  follows: 

Southwest  quarter  of  northeast  quarter  and 
southeast  quarter  of  northwest  quarter,  and 
northeast  quarter  of  northwest  quarter,  and 
northwest  quarter  of  northeast  quarter  of 
fractional  section  twenty,  township  twenty- 
two  north,  range  sixteen  east,  in  Chilton 
County. 

East  half  of  southwest  quarter,  and  south- 
east quarter  of  northwest  quarter,  and  west 
half  of  northwest  quarter  of  fractional  section 


71 


seventeen,  township  twenty-two  north,  range 
sixteen  east,  in  Chilton  County. 

Fractional  section  eight,  township  twenty- 
two  north,  range  sixteen  east,  west  of  Coosa 
River,  in  Chilton  County. 

(4)  West  side  of  Lock  No.  15,  on  the  Coosa 
River,  described  as  follows: 

East  part  of  Fraction  A and  northwest  part 
of  Fraction  A (also  described  as  all  of  Frac- 
tion A,  except  the  southwest  part  thereof),  all 
in  section  four,  township  twenty  north,  range 
seventeen  east,  in  Elmore  County. 

(5)  East  side  of  Lock  No.  15,  on  the  Coosa 
River,  described  as  follows: 

Fractions  A and  B of  section  three,  town- 
ship twenty  north,  range  seventeen  east,  in 
Elmore  County. 


(6)  The  following  land  to  be  used  in  connection 
with  the  development  of  the  dam  site  hereinabove 
described  as  constituting  the  location  and  abut- 
ment sites  of  the  dam  of  the  hydroelectric  plant 
at  Duncan’s  Riffle  on  the  Coosa  River,  to  be  con- 
structed by  the  Mortgagor; 

(a)  All  that  part  of  the  south  half  of  sec- 
tion eleven,  township  twenty-one  north,  range 
sixteen  east,  lying  north  and  east  of  the  Coosa 
River,  in  Coosa  County. 

All  that  part  of  fractions  A and  B of  frac- 


72 


tional  section  twenty-one,  township  twenty- 
two  north,  range  sixteen  east,  lying  east  of  the 
Coosa  River,  in  Coosa  County. 

All  that  part  of  the  north  half  of  the  north- 
west quarter  of  section  thirty,  lying  south  of 
Weogufka  Creek;  all  that  part  of  the  south 
half  of  the  southeast  quarter  of  section  thirty, 
lying  south  and  west  of  Hatchett  Creek,  and 
all  that  part  of  the  north  half  of  the  northeast 
quarter  of  section  thirty-one  lying  north  and 
west  of  Hatchett  Creek;  all  in  township  twen- 
ty-two north,  range  seventeen  east,  in  Coosa 
County. 

All  that  part  of  section  twenty-seven,  town- 
ship twenty-two  north,  range  seventeen  east, 
lying  north  of  Hatchett  Creek,  except  the 
north  half  of  the  northeast  quarter  of  said 
section  and  except  two  acres  off  of  said  de- 
scribed tract  at  the  lower  northwest  corner, 
formerly  owned  by  Max  Gandy,  in  Coosa 
County. 

All  that  part  of  the  southwest  quarter  of 
the  northwest  quarter  of  section  twenty-five, 
township  twenty-two  north,  range  seventeen 
east,  lying  south  of  Hatchett  Creek,  in  Coosa 
County. 

The  north  half  of  the  northwest  quarter  of 
section  twenty-eight;  all  that  part  of  the 
south  half  of  the  southwest  quarter  of  section 
twenty-one,  lying  south  and  west  of  the  Coosa 
River;  all  that  part  of  the  southeast  quarter 
of  the  southeast  quarter  and  the  north  half 
of  the  southeast  quarter  of  section  twenty, 
lying  west  of  the  Coosa  River,  all  in  town- 
ship twenty-two  north,  range  sixteen  east,  in 
Chilton  County. 

The  southwest  quarter  of  the  southeast 


73 


quarter  and  the  south  half  of  the  southwest 
quarter  of  section  twenty;  all  that  part  of 
section  twenty-nine  lying  north  of  Hatchett 
Creek;  all  that  part  of  the  northwest  quarter 
of  section  twenty-eight  lying  north  of  Hatchett 
Creek  except  thirty  acres  thereof  which  was 
sold  to  M.  W.  Gandy  by  Henry  Logan  on  the 
28th  day  of  December,  1887,  as  shown  by  deed 
recorded  in  Vol.  A,  Page  596,  in  the  office  of 
the  Judge  of  Probate  of  Coosa  County,  all  in 
township  twenty-two  north,  range  seventeen 
east,  in  Coosa  County. 

The  west  half  of  the  northwest  quarter  of 
section  thirteen,  township  twenty-one  north, 
range  sixteen  east,  (the  mineral  interests  ex- 
cepted), in  Coosa  County. 

All  of  fractional  section  thirty-four,  lying 
east  of  and  adjoining  the  Coosa  River,  in 
township  twenty-two  north,  range  sixteen 
east;  all  of  fractional  section  three,  and  of 
fractional  section  ten,  which  lie  east  of  the 
Coosa  River,  in  township  twenty-one  north, 
range  sixteen  east ; all  of  the  west  half  of  sec- 
tion two,  township  twenty-one  north,  range 
sixteen  east,  and  a part  of  fractional  section 
thirty-five,  lying  east  of  the  Coosa  River  and 
designated  as  the  south  part  of  said  frac- 
tional section  thirty-five,  in  township  twenty- 
two  north,  range  sixteen  east,  containing  100 
acres,  more  or  less,  being  described  as  fol- 
lows : Commencing  at  a Hickory  corner  stand- 
ing at  the  lower  end  of  the  Bluff  on  said  River  ; 
thence  running  east  until  it  intersects  the  sec- 
tion line,  both  in  township  twenty-two  north, 
range  sixteen  east,  in  Coosa  County. 

Also  the  east  half  of  the  northwest  quarter 
of  section  eleven,  township  twenty-one  north, 


74 


range  sixteen  east,  (mineral  rights  excepted). 

Also  all  of  the  west  half  of  the  northwest 
quarter  of  section  eleven,  township  twenty- 
one  north,  range  sixteen  east,  in  Coosa 
County. 

All  of  fractional  section  twenty-six,  lying 
east  of  the  Coosa  River,  in  township  twenty- 
two  north,  range  sixteen  east,  in  Coosa 
County  and  containing  313  acres,  more 
or  less,  (mineral  rights  excepted).  The 
merchantable  timber  on  said  313  acres 
just  above  described  together  with  the  right 
to  remove  the  same  at  any  time  within  four 
years  after  the  1st  day  of  January,  1920,  is 
reserved  to  B.  F.  Higgins.  If,  however,  the 
said  timber  is  not  removed  within  said  time 
then  the  title  thereto  is  vested  in  the  Mort- 
gagor. It  being  the  intention  of  the  Mort- 
gagor to  convey  all  reversionary  rights  which 
it  owns  in  said  timber. 

That  certain  right  of  a ferrylandingandthat 
certain  burial  ground  reserved  in  that  certain 
deed  of  B.  F.  Higgins  and  wife  to  Alabama 
Property  Company,  dated  August  3rd,  1920, 
is  excepted  and  reserved. 

(6)  All  that  part  of  the  lands  hereinafter 
described  that  would  be  covered  with,  and 
also  all  that  part  of  said  lands  that  would  be 
entirely  surrounded  by  the  waters  of  the 
Coosa  River  and  its  tributaries  if  raised  and 
backed  up  to  an  elevation  of  360  feet  above 
a certain  datum  plane,  together  with  the  in- 
terests, easements  and  rights  hereinafter  men- 
tioned, which  said  elevation  of  360  feet  is 
fixed  and  marked  to  conform  to  the  elevations 
established  and  adopted  by  the  United  States, 


75 


above  said  datum  plane,  in  a survey  of  the 
Coosa  River  from  Lock  Four  in  Alabama  to 
Wetumpka,  Alabama,  made  August  2, 1903,  to 
December  19,  1903,  under  the  direction  of  J. 
B.  Cavanaugh,  Corps  of  Engineers,  U.  S.  A., 
and  by  D.  M.  Andrews,  Assistant  Engineer, 
and  N.  A.  Yuille,  Chief  of  Party,  and  which 
said  established  elevations  by  the  United 
States  are  evidenced  and  fixed  by  bench 
marks  or  other  elevation  data  marked  on  the 
left  or  east  side  of  said  River;  together  with 
the  right  to  construct,  maintain  and  operate 
a dam  across  the  Coosa  River  down  stream 
from  said  lands  for  the  manufacture  of  elec- 
tricity and  to  back  and  maintain  the  waters 
of  said  River  and  its  tributaries  from  time  to 
time  or  continuously  over  any  or  all  of  said 
lands  at  said  elevation  or  any  lower  elevation, 
together  with  the  right  of  ingress  and  egress : 

The  southeast  quarter  of  section  thirty-six, 
township  twenty-three  north,  range  fifteen 
east,  in  Chilton  County. 

All  that  part  of  the  southwest  quarter  of 
section  thirty-two,  township  twenty-three 
north,  range  sixteen  east,  lying  east  of  the 
Coosa  River,  in  Coosa  County. 

All  that  part  of  fractional  sections  eight, 
nine  and  sixteen  lying  east  of  the  Coosa  River, 
excepting  five-sixths  mineral  interests  in 
said  fractional  section  eight  and  excepting  all 
mineral  interests  in  the  south  half  of  said 
fractional  section  sixteen,  all  in  township 
twenty-two  north,  range  sixteen  east,  in 
Coosa  County. 

The  southwest  quarter  of  the  southeast 


76 


quarter  of  section  five,  township  twenty-one 
north,  range  sixteen  east,  in  Chilton  County. 

(7)  East  side  of  Lock  18  on  Coosa  River  de- 
scribed as  follows : 

Fractions  A,  B,  and  C of  section  twenty- 
two  ; one  acre  in  the  southwest  corner  of  the 
southeast  quarter  of  section  fifteen,  being  de- 
scribed as  follows:  Begin  at  the  southwest 
corner  of  the  southeast  quarter  of  section 
fifteen,  run  thence  east  along  the  south  boun- 
dary of  said  section  300  feet,  thence  north 
parallel  with  the  west  boundary  of  said  south- 
east quarter  of  section  fifteen  145  feet,  thence 
west  parallel  with  the  south  boundary  of  sec- 
tion fifteen  300  feet  to  the  west  boundary  of 
said  southeast  quarter,  thence  south  along  the 
said  west  boundary  145  feet  to  the  point  of 
beginning;  also  fractions  M and  L of  section 
fifteen  and  fraction  D of  section  sixteen;  also 
Gunn’s  Island,  lying  opposite  the  above  de- 
scribed land  in  the  Coosa  River,  all  being  in 
township  nineteen  north,  range  eighteen  east, 
in  Elmore  County. 

(8)  West  side  of  Lock  18  on  Coosa  River  de- 
scribed as  follows: 

A strip  of  land  lying  along  the  west  bank 
of  the  Coosa  River  and  adjacent  thereto,  in 
the  northwest  quarter  of  fractional  section 
twenty-two;  in  the  northeast  quarter  of  frac- 
tional section  twenty-one;  and  in  the  south- 
east quarter  of  fractional  section  sixteen ; all 
in  township  nineteen  north,  range  eighteen 


77 


east,  in  Elmore  County,  being  more  fully  de- 
scribed as  follows:  Beginning  at  a stake  which 
is  200  feet  distant,  bearing  north  36  degrees 
57  minutes  east  from  the  corner  common  to 
the  lands  of  T.  R.  and  M.  F.  Holt,  Cohn  & 
Goldberg  of  Nashville,  Tenn.,  and  0.  T.  Whit- 
taker, as  shown  on  a map  of  a survey  made 
by  G.  R.  Solomon  and  J.  N.  Johnston,  and 
running  thence  north  72  degrees  09  minutes 
west  220  feet  to  a stake,  thence  north  38  de- 
grees 28  minutes  west  500  feet  to  a stake, 
thence  north  47  degrees  50  minutes  west  200 
feet  to  a stake,  thence  north  45  degrees  17 
minutes  west  275  feet  to  a stake,  thence  north 
15  degrees  06  minutes  west  121  feet  to  a stake, 
thence  north  47  degrees  29  minutes  west  351 
feet  to  a stake,  thence  north  10  degrees  01 
minutes  west  399  feet  to  a stake,  thence  north 

41  degrees  14  minutes  west  131  feet  to  a stake, 
thence  north  68  degrees  39  minutes  west  121 
feet  to  a stake,  thence  north  52  degrees  34 
minutes  west  151  feet  to  a stake,  thence  north 

42  degrees  36  minutes  west  255.5  feet  to  a 
stake,  thence  north  6 degrees  08  minutes  west 
282  feet  to  a stake,  thence  north  6 degrees 
08  minutes  west  97  feet  to  a stake  at  normal 
high  water,  thence  west  the  same  bearing  to 
the  water’s  edge,  thence  down  stream  south- 
eastwardly  along  and  with  the  meanders  of 
the  Coosa  River  a distance  of  3300  feet,  more 
or  less,  to  a chestnut  oak  on  a bluff  of  rock 
overhanging  the  water’s  edge,  thence  south 
85  degrees  07  minutes  west  a distance  of  75 
feet  to  the  point  of  beginning,  said  tract  con- 
taining 23  acres,  more  or  less,  in  Elmore 
County. 

Also  the  following  land  to  be  used  in  connection 


78 


with  the  development  of  the  above  described  dam 
site  at  Lock  18: 

( a ) All  of  section  seventeen  lying  east  of 
the  Coosa  River;  also  a strip  of  land  lying 
in  the  southwest  quarter  of  the  northeast 
quarter,  the  southeast  quarter  of  the  north- 
west quarter,  the  southwest  quarter  of  the 
northwest  quarter  of  section  eight  and  in  frac- 
tional section  seven  on  the  east  hank  of  the 
Coosa  River  described  as  follows:  Beginning 
at  a stake  253.6  feet  south  of  the  southwest 
corner  of  the  northeast  quarter  of  the  north- 
east quarter  of  section  eight  and  running 
thence  west  4350  feet  to  the  water’s  edge  of 
the  Coosa  River;  thence  down  stream  along 
the  water’s  edge  a distance  of  250  feet,  more 
or  less,  thence  east  4200  feet  to  a stake ; thence 
north  244.4  feet  to  the  point  of  beginning; 
all  in  township  nineteen  north,  range  eighteen 
east,  in  Elmore  County. 

The  following  described  strip  of  land  con- 
taining 38.5  acres,  more  or  less,  lying  in  the 
south  half  of  fractional  section  twenty-twtf 
and  the  northeast  quarter  of  fractional  sec- 
tion twenty-seven,  township  nineteen  north, 
range  eighteen  east,  east  of  the  Coosa  River, 
in  Elmore  County:  Beginning  at  a stake  on 
the  half  section  line  of  said  fractional  section 
twenty-two,  said  stake  being  1100  feet  west 
of  the  corner  common  to  the  lands  of  Cohn  & 
Goldberg,  A.  M.  Hubbard,  Trustee,  Mont- 
gomery Williams  and  Isom  Jones;  thence 
south  32  degrees  50  minutes  east  268  feet  to 
a stake,  thence  south  31  degrees  50  minutes 
east  312  feet  to  a stake;  thence  south  10  de- 
grees 30  minutes  east  323  feet  to  a stake ; 
thence  south  11  degrees  40  minutes  east  634 


79 


feet  to  a stake;  thence  south  11  degrees  40 
minutes  east  190  feet  to  a stake ; thence  south 
30  degrees  east  256  feet  to  a stake;  thence 
south  30  degrees  east  368  feet  to  a stake; 
thence  south  27  degrees  30  minutes  east  341 
feet  to  a stake;  thence  south  27  degrees  30 
minutes  east  400  feet  to  a stake,  thence  south 
20  degrees  16  minutes  east  295  feet  to  a 
stake ; thence  south  32  degrees  10  minutes  east 
366  feet  to  a stake;  thence  south  28  degrees 
30  minutes  east  640  feet  to  a stake;  thence 
south  85  degrees  45  minutes  west  450  feet  to 
the  water’s  edge  of  the  Coosa  River,  thence  up 
stream  along  and  with  the  meanders  of  the 
Coosa  River  a distance  of  4600  feet,  more  or 
less,  to  the  half  section  line  of  said  fractional 
section  twenty-two;  thence  along  said  half 
section  line  north  85  degrees  15  minutes  east 
a distance  of  630  feet  to  the  point  of  begin- 
ning. 

The  following  described  strip  of  land  con- 
taining 171/3  acres,  more  or  less,  lying  in  frac- 
tional section  sixteen,  township  nineteen 
north,  range  eighteen  east,  east  of  the  Coosa 
River,  in  Elmore  County:  Beginning  at  a 
stake  on  the  west  section  line  of  said  frac- 
tional section  sixteen,  said  stake  being  368 
feet  south  of  the  corner  common  to  sections 
seventeen,  eight,  sixteen  and  nine,  township 
nineteen  north,  range  eighteen  east,  and  run- 
ning from  said  stake  south  77  degrees  40 
minutes  east  300  feet  to  a stake ; thence  south 
77  degrees  20  minutes  east  406  feet  to  a stake ; 
thence  south  84  degrees  east  286  feet  to  a 
stake;  thence  south  65  degrees  30  minutes 
east  225  feet  to  a stake;  thence  south  70  de- 
grees 30  minutes  east  220  feet  to  a stake; 
thence  north  86  degrees  20  minutes  east  369 
feet  to  a stake;  thence  north  86  degrees  east 


80 


200  feet  to  a stake;  thence  south  67  degrees 
10  minutes  east  310  feet  to  a stake;  then  south 
49  degrees  10  minutes  east  245  feet  to  a stake ; 
thence  south  47  degrees  45  minutes  east  320 
feet  to  a stake ; thence  south  42  derees  45  min- 
utes east  149  feet  to  a stake ; said  stake  being 
on  the  east  line  of  fractional  Lot  1 in  said  frac- 
tional section  sixteen;  thence  south  86  degrees 
30  minutes  west  260  feet  to  the  high  water 
mark  of  the  Coosa  River,  thence  with  the 
same  bearing  to  the  water’s  edge,  thence  up- 
stream along  and  with  the  meanders  of  the 
Coosa  River  to  the  intersection  of  same  with 
the  west  section  line  of  said  fractional  sec- 
tion sixteen,  thence  northwardly  along  said 
section  line  a distance  of  400  feet  to  the  point 
of  beginning. 

A strip  of  land  lying  along  the  west  bank 
of  the  Coosa  River  and  adjacent  thereto,  be- 
ginning at  the  half  section  line  of  fractional 
section  twenty-seven,  township  nineteen  north, 
range  eighteen  east,  and  running  southerly 
along  the  bank  of  the  Coosa  River  down 
stream,  a distance  of  1600  feet,  said  strip  be- 
ing 250  feet  wide  measured  from  the  low 
water  mark  of  said  River  and  at  right  angles 
thereto  and  containing  9.2  acres,  in  Elmore 
County. 

A strip  of  land  lying  along  the  west  bank 
of  the  Coosa  River  and  adjacent  thereto,  be- 
ginning at  the  section  line  between  fractional 
sections  twenty-two  and  twenty-seven,  town- 
ship nineteen  north,  range  eighteen  east,  and 
running  down  stream  a distance  of  3045  feet 
to  the  half  section  line  of  said  section  twenty- 
seven,  said  strip  being  300  feet  wide,  measur- 
ed from  the  low  water  mark  of  said  River 


81 


and  at  right  angles  thereto  and  containing  21 
acres,  in  Elmore  County. 

All  of  fractional  section  fifteen  lying  east 
of  the  Coosa  River;  all  of  the  southwest 
quarter  of  fractional  section  three  lying  east 
of  the  Coosa  River,  and  the  west  half  of  the 
southwest  quarter  of  the  northwest  quarter 
of  section  fourteen,  all  in  township  twenty 
north,  range  seventeen  east,  in  Elmore 
County. 

A strip  of  land  lying  and  being  in  that  part 
of  fractional  section  ten,  township  twenty 
north,  range  seventeen  east,  which  lies  east  of 
the  Coosa  River,  said  strip  lying  along  and 
parallel  to  the  east  bank  of  the  Coosa  River 
extending  from  the  north  boundary  to  the 
south  boundary  of  said  fractional  section  ten 
and  of  sufficient  width  to  include  83  acres,  in 
Elmore  County. 

All  of  fractional  section  fifteen  lying  west 
of  the  Coosa  River;  the  east  half  of  the  south- 
east quarter  of  section  nine  lying  west  of  the 
Coosa  River,  and  the  fractional  east  half  of  the 
northeast  quarter  of  the  northeast  quarter  of 
section  sixteen,  all  in  township  twenty  north, 
range  seventeen  east,  in  Elmore  County. 

The  fractional  northwest  quarter  of  the 
northeast  quarter  of  section  twenty-three, 
township  twenty-one  north,  range  sixteen  east, 
lying  west  of  the  Coosa  River,  in  Chilton 
County. 

( b ) All  that  part  of  the  lands  hereinafter 
described  that  would  be  covered  with,  and  also 
all  that  part  of  said  lands  that  would  be  en- 
tirely surrounded  by,  the  waters  of  the  Coosa 
River  and  its  tributaries  if  raised  and  backed 
up  to  an  elevation  of  290  feet  above  a certain 


82 


datum  plane,  together  with  the  interests,  ease- 
ments and  rights  hereinafter  mentioned,  which 
said  elevation  of  290  feet  is  fixed  and  marked 
to  conform  to  the  elevations  established  and 
adopted  by  the  United  States,  above  said 
datum  plane,  in  a survey  of  the  Coosa  River 
from  Lock  Four  in  Alabama  to  Wetumpka, 
Alabama,  made  August  2,  1903,  to  December 
19,  1903,  under  the  direction  of  J.  B.  Cava- 
naugh, Corps  of  Engineers,  U.  S.  A.,  and  by 
D.  M.  Andrews,  Assistant  Engineer,  and  N.  A. 
Yuille,  Chief  of  Party,  and  which  said  estab- 
lished elevations  by  the  United  States  are  evi- 
denced and  fixed  by  bench  marks  or  other  ele- 
vation data  marked  on  the  left,  or  east  side, 
of  said  River ; together  with  the  right  to  con- 
struct, maintain  and  operate  a dam  across  the 
Coosa  River,  down  stream  from  said  lands 
for  the  manufacture  of  electricity  and  to  back 
and  maintain  the  waters  of  said  River  and  its 
tributaries,  from  time  to  time  or  continuously, 
over  any  or  all  of  saidj  lands  at  said  elevation 
or  any  lower  elevation,  together  with  the  right 
of  ingress  and  egress : 

All  of  fractional  sections  twenty-six  and 
twenty-two,  and  the  fractional  northeast 
quarter  of  the  northeast  quarter  of  section 
twenty-seven,  township  twenty  north,  range 
seventeen  east,  lying  west  of  the  Coosa  River, 
in  Elmore  County. 

All  that  part  of  fractional  section  thirty- 
three  lying  west  of  the  Coosa  River,  and  all 
of  fractional  section  thirty-two;  all  in  town- 
ship twenty-one  north,  range  seventeen  east, 
in  Chilton  County. 

The  fractional  south  half  of  the  northeast 
quarter  of  section  twenty-three,  township 


83 


twenty -one  north,  range  sixteen  east,  in  Chil- 
ton Comity. 

All  of  fractional  section  twenty-nine  lying 
east  of  the  Coosa  River,  and  fractional  east 
half  of  the  southwest  quarter  of  section  thirty- 
three,  and  all  that  part  of  fractional  west  half 
of  the  southeast  quarter  of  said  section  thirty- 
three  lying  east  of  the  Coosa  River  and  west 
of  Pinchonlee  Creek,  all  in  township  twenty 
north,  range  seventeen  east,  in  Elmore  County. 

All  that  part  of  fractional  section  twenty- 
four  lying  east  of  the  Coosa  River;  all  in  town- 
ship twenty-one  north,  range  sixteen  east,  in 
Coosa  County. 

(c)  A strip  of  land  containing  11.3  acres, 
lying  in  the  south  half  of  fractional  section 
twenty-two,  township  nineteen  north,  range 
eighteen  east,  on  the  west  bank  along  and  ad- 
jacent to  the  water’s  edge  of  the  Coosa  River, 
and  more  fully  described  as  follows:  Begin- 
ning at  the  point  where  the  line  between 
section  twenty-seven  and  section  twen- 
ty-two, said  township  and  range,  in- 
tersects the  water’s  edge,  and  running  thence 
west  along  said  line  a distance  of  710  feet, 
more  or  less,  thence  up  stream  along  the  260 
contour  level,  as  determined  by  the  United 
States  Government  survey  made  by  Capt.  J.  B. 
Cavanaugh  and  map  and  survey  made  by 
Solomon-Norcross  Company,  Engineers,  No- 
vember, 1910,  to  the  south  line  of  the  20  acres 
of  land  now  or  formerly  owned  by  Cohn  and 
Goldberg,  thence  northeasterly  along  said  line 
a distance  of  355  feet,  more  or  less,  to  the 
water’s  edge  of  the  Coosa  River,  thence  down 
stream  along  the  water’s  edge  to  point  of  be- 
ginning, in  Elmore  County. 


84 


All  of  sections  nine,  ten,  fourteen,  fifteen 
and  sixteen,  township  nineteen  north,  range 
eighteen  east,  along  Sofkahatchie  Creek  below 
the  260  contour  level  as  determined  by  United 
States  Government  survey,  made  under  Capt. 
J.  B.  Cavanaugh  and  survey  and  map  made  by 
Solomon-Norcross  Company,  Engineers,  At- 
lanta, Ga.,  dated  November,  1910,  containing 
56.60  acres,  in  Elmore  County. 

A strip  of  land  containing  8.68  acres  in  frac- 
tional section  six,  township  nineteen  north, 
range  eighteen  east,  lying  on  the  west  bank  of 
the  Coosa  River  along  and  adjacent  to  the 
water’s  edge,  and  more  fully  described  as  fol- 
lows: Commencing  at  the  water’s  edge  on  the 
section  line  between  fractional  section  six 
and  seven,  said  township  and  range,  running 
west  a distance  of  175  feet  along  said  line, 
thence  up  stream  following  the  260  contour 
level  as  determined  by  United  States  Gov- 
ernment Survey  made  by  Captr  J.  B.  Cava- 
naugh, and  shown  on  map  made  by  Solomon- 
Norcross  Company,  Engineers,  Atlanta,  Ga., 
to  the  section  line  between  section  six,  town- 
ship nineteen  north,  range  eighteen  east,  and 
section  one,  township  nineteen  north,  range 
seventeen  east;  thence  east  to  the  water’s 
edge  of  the  Coosa  River  a distance  of  65 
feet,  thence  down  stream  along  the  water’s 
edge  of  the  Coosa  River  to  the  point  of  be- 
ginning, in  Elmore  County. 

Also  a tract  of  land  situated  in  the  north 
half  of  fractional  section  seven,  township  nine- 
teen north,  range  eighteen  east,  lying  west  of 
the  Coosa  River  and  more  fully  described  as 
follows:  Beginning  at  the  point  of  intersec- 
tion of  the  north  boundary  of  said  section  with 


85 


the  water’s  edge  of  the  Coosa  River;  thence 
in  a westerly  direction  along  said  north  bound- 
ary to  a point  which  is  65  feet  above  the  level 
of  normal  low  water  of  the  Coosa  River; 
thence  in  a southerly  direction  along  the  con- 
tour line  which  constitutes  an  elevation  of  65 
feet  above  said  normal  low  water  to  the  south 
boundary  of  said  fractional  north  half  of  said 
section  seven;  thence  in  an  easterly  direction 
along  said  south  boundary  to  the  water’s  edge 
of  the  Coosa  River;  thence  in  a northerly 
direction  along  said  water’s  edge  to  the  point 
of  beginning,  the  tract  of  land  herein  describ- 
ed being  intended  to  include  all  that  part  of 
said  fractional  north  half  of  said  section  seven 
which  would  be  submerged  if  the  waters  of  the 
Coosa  River  were  raised  to  a level  of  65  feet 
higher  than  normal  low  water ; said  tract  con- 
taining 22.8  acres,  more  or  less,  in  Elmore 
County. 

(9)  East  side  of  Lock  No.  20  on  the  Coosa 
River  described  as  follows: 

Original  Lots  Nos.  264,  265,  266,  267  and 
all  that  part  of  original  Lot  No.  263  west  of 
Old  Plank  Road,  lying  and  being  in  East 
Wetumpka,  Elmore  County. 

(10)  The  dam  site  located  on  Little  River  in 
Cherokee  and  DeKalb  Counties,  described  as  fol- 
lows : 

West  side:  All  that  part  of  the  northwest 
quarter  of  section  twenty-nine,  township  seven 
south,  range  ten  east,  lying  west  of  Little  River, 
in  DeKalb  County. 

East  side : All  that  part  of  the  northwest 
quarter  of  section  twenty-nine,  township  seven 


86 


south,  range  ten  east,  lying  east  of  Little  River, 
in  Cherokee  County. 

Also  the  following  land  in  Cherokee  and  DeKalb 
Counties,  to  be  used  in  connection  with  the  de- 
velopment of  the  above  described  dam  site  on 
Little  River: 

(a)  The  southeast  quarter  of  the  southwest 
quarter,  and  the  south  half  of  the  southeast 
quarter  of  section  twenty;  the  southwest 
quarter  of  the  southwest  quarter  of  section 
twenty-one;  the  west  half  of  the  northwest 
quarter  and  the  southwest  quarter  of  section 
twenty-eight ; the  northeast  quarter  of  the 
northeast  quarter  of  section  twenty-nine;  the 
west  half,  the  southeast  quarter,  and  the  south 
half  of  the  northeast  quarter  of  section 
thirty-three ; the  northeast  quarter,  the  south- 
east quarter  and  the  southeast  quarter  of  the 
southwest  quarter  of  section  thirty-four;  the 
southwest  quarter  of  the  northwest  quarter, 
the  northwest  quarter  of  the  southwest  quar- 
ter of  section  thirty-five;  all  in  township  six 
south,  range  ten  east. 

The  west  half,  the  west  half  of  the  north- 
east quarter,  and  the  northwest  quarter  of  the 
southeast  quarter  of  section  three ; the  east 
half  and  the  southwest  quarter  of  section 
four;  the  south  half  of  the  northeast  quarter 
and  the  northeast  quarter  of  the  southeast 
quarter  of  section  seven ; the  southwest  quar- 
ter of  section  eight ; the  east  half  and  the  east 
half  of  the  southwest  quarter  of  section  nine; 
the  west  half,  the  northeast  quarter,  the  west 
half  of  the  southeast  quarter  and  the  west 
half  of  the  southeast  quarter  of  the  south- 
east quarter  of  section  ten;  the  south  half  of 


87 


the  north  half,  the  north  half  of  the  south 
half,  the  south  half  of  the  southwest  quarter, 
the  northwest  quarter  of  the  northwest  quar- 
ter, the  northwest  quarter  of  the  northeast 
quarter  of  section  fifteen;  all  of  section  six- 
teen; the  south  half,  the  northwest  quarter, 
the  south  half  of  the  northeast  quarter  and 
the  northeast  quarter  of  the  northeast  quarter 
of  section  seventeen;  the  east  half  of  the 
southeast  quarter  of  section  nineteen ; the  east 
half,  the  southwest  quarter  and  the  southeast 
quarter  of  the  northwest  quarter  of  section 
twenty;  all  of  section  twenty-one;  the  north 
half  of  the  northwest  quarter  and  the  south- 
west quarter  of  the  northwest  quarter  of  sec- 
tion twenty-two;  the  south  half  of  the  south- 
west quarter  of  section  twenty-eight;  all  of 
section  twenty-nine,  except  the  northwest 
quarter;  the  south  half,  the  south  half  of  the 
north  half  and  the  northeast  quarter  of  the 
northeast  quarter  of  section  thirty;  the  north 
half,  the  southwest  quarter  and  the  north 
half  of  the  southeast  quarter  of  section  thirty- 
one  ; the  north  half,  the  southeast  quarter, 
the  east  half  of  the  southwest  quarter  and  the 
northwest  quarter  of  the  southwest  quarter 
of  section  thirty-two;  the  northwest  quarter 
of  the  northwest  quarter  and  the  southwest 
quarter  of  section  thirty-three,  excepting  the 
Henderson  Graveyard  being  south  two  acres 
in  the  form  of  a square ; all  in  township  seven 
south,  range  ten  east. 

The  west  half  of  the  northwest  quarter,  the 
northeast  quarter  of  the  northwest  quarter, 
and  the  north  half  of  the  southeast  quarter 
of  the  northwest  quarter  of  section  four,  and 
twenty-four  acres  off  of  the  north  side  of  the 


88 


northwest  quarter  of  the  northeast  quarter 
of  said  section  four;  the  northeast 
quarter,  the  east  half  of  the  northwest 
quarter  of  section  five,  and  also  all  that 
part  of  the  northwest  quarter  of  the  south- 
east quarter  of  said  section  five  lying  north- 
west of  the  northwest  boundary  of  the  right 
of  way  of  the  Tennessee,  Alabama  & Georgia 
Railroad  Company,  and  also  that  part  of  the 
east  half  of  the  southwest  quarter  of  said 
section  five  described  as  follows : Begin  at  the 
point  of  intersection  of  the  southeast  boun- 
dary of  the  right  of  way  of  the  Tennessee, 
Alabama  & Georgia  Railroad  Company,  with 
the  east  boundary  of  said  east  half  of  the 
southwest  quarter;  thence  south  along  said 
east  boundary  to  a wire  fence  separating  the 
tract  herein  described  from  the  land  of  Jack 
Leath;  thence  in  a northwesterly  direction 
along  said  fence  to  said  southeast  boundary 
of  said  right  of  way ; thence  in  a northeasterly 
direction  along  said  southeast  boundary  of 
said  right  of  way  to  point  of  beginning;  also 
that  part  of  the  east  half  of  the  southwest 
quarter  of  section  five  described  as  follows : 
Begin  at  the  northeast  corner  of  said  east  half 
of  the  southwest  quarter;  thence  south  along 
the  east  boundary  thereof  to  the  northwest 
boundary  of  the  right  of  way  of  the  Tennes- 
see, Alabama  & Georgia  Railroad  Company; 
thence  in  a southwesterly  direction  along  said 
northwest  boundary  of  said  right  of  way  12 
chains  10  links  to  a ditch;  thence  in  a north- 
west direction  along  said  ditch  8 chains  24 
links;  thence  in  a northeasterly  direction 
along  a line  parallel  with  said  northwestern 


89 


boundary  of  said  right  of  way  12  chains  16 
links  to  the  public  road;  thence  in  a north- 
westerly direction  along  said  public  road  to 
the  north  boundary  of  said  east  half  of  the 
southwest  quarter;  thence  in  an  easterly  di- 
rection along  said  north  boundary  to  point  of 
beginning;  except  a tract  of  five  acres  in  the 
northwest  corner  of  above  described  tract  for- 
merly owned  by  J.  H.  Hill;  the  northeast 
quarter  of  the  northwest  quarter  of  section 
six,  all  in  township  eight  south,  range  ten 
east. 

( b ) Also  the  following  described  lands  in 
Cherokee  and  DeKalb  Counties  which  would 
be  flooded  or  damaged  by  impounding  the 
water  of  Little  River  by  the  erection,  mainte- 
nance and  operation  of  a dam  at  said  site ; all 
that  part  of  the  lands  in  Sections  twenty- 
seven,  twenty-six,  twenty-three  and  twenty- 
four,  township  six  south,  range  ten  east,  on 
each  side  of  the  East  Fork  of  Little  River, 
which  are  embraced  within  the  1320  contour 
line,  said  contour  line  being  the  1320-foot  con- 
tour elevation  above  true  sea  level  based  upon 
the  true  sea  level  as  established  by  the  United 
States  Geological  Survey,  using  as  a refer- 
ence point  U.  S.  G.  S.  Bench  Mark  stamped 
1240A,  being  a copper  bolt  embedded  in  solid 
rock  upon  the  highway  between  Fort  Payne, 
Blanche  and  Cedar  Bluff,  said  road  being 
known  as  the  “Upper  Fort  Payne  Road,”  and 
said  Bench  Mark  being  located  forty  feet  east 
of  Yellow  Creek  and  twelve  feet  north  of  Yel- 
low Creek  Bridge  and  the  true  elevation  of 
the  same  being  1228.59  feet  above  true  sea' 
level. 


90 


(c)  Also  all  rights,  easements,  privileges 
and  title  owned  by  the  Mortgagor  in  and  to 
so  much  or  such  portions  of  the  following  de- 
scribed lands  lying  along,  on  and  adjacent  to 
the  banks  of  Spring  Creek  as  will  be  flooded 
with  water  by  reason  of  the  Mortgagor  turn- 
ing into  the  channel  of  said  Spring  Creek  the 
waters  of  Little  River  from  a power  plant  to 
be  erected  at  or  near  Blanche,  in  Cherokee 
County,  to  wit: 

The  south  half  of  section  five,  the  west  half 
and  the  southwest  quarter  of  the  southeast 
quarter  of  section  eight,  the  east  half  of  the 
northwest  quarter  of  the  northeast  quarter, 
the  west  half  of  the  northeast  quarter  of  the 
northeast  quarter,  the  southwest  quarter  of 
the  northeast  quarter  and  the  east  half  of  the 
southeast  quarter  of  section  seventeen,  the 
southwest  quarter  of  section  sixteen,  the 
northeast  quarter  of  the  northwest  quarter, 
the  northeast  quarter  of  the  southeast 
quarter  of  the  northwest  quarter,  the 
southwest  quarter  of  the  northeast  quarter, 
and  the  southeast  quarter  of  section  twenty- 
one,  the  north  half  of  the  northeast  quarter, 
the  southeast  quarter  of  the  northeast  quarter, 
the  east  half  of  the  southeast  quarter  of  sec- 
tion twenty-eight,  the  west  half  of  the  west 
half  of  section  twenty-seven,  the  east  half  of 
the  northeast  quarter,  the  southwest  quarter  of 
the  northeast  quarter,  the  southeast  quarter 
and  the  east  half  of  the  southwest  quarter  of 
section  thirty-three,  the  northwest  quarter  of 
the  northeast  quarter,  the  northwest  quarter, 
and  the  northwest  quarter  of  the  southwest 
quarter  of  section  thirty-four,  all  in  township 
eight  south,  range  ten  east ; the  north  half  of 


91 


the  northeast  quarter  and  the  west  half  of  sec- 
tion four,  the  south  half  of  section  five,  the 
east  half  of  the  southeast  quarter  and  the 
southwest  quarter  of  the  southeast  quarter  of 
section  six,  the  north  half  of  the  northwest 
quarter,  the  southwest  quarter  of  the  north- 
west quarter  of  section  eight,  the  northeast 
quarter,  the  east  half  of  the  northwest  quarter, 
the  southwest  quarter  of  the  northwest 
quarter,  and  the  west  half  of  the  west  half  of 
the  southwest  quarter  of  section  seven,  all  in 
township  nine  south,  range  ten  east ; the  south 
half  of  section  twelve,  the  northwest  quarter 
of  the  northwest  quarter  of  section  thirteen, 
and  the  northeast  quarter  of  the  northeast 
quarter  of  section  fourteen,  all  in  township 
nine  south,  range  nine  east;  all  of  said  lands 
lying  and  being  situate  in  Cherokee  County. 

( d ) Also  the-  right  and  privilege  of  impound- 
ing and  diverting  the  water  of  Little  River 
from  the  point  of  intersection  of  said  River 
with  the  south  boundary  of  section  thirty-one, 
township  seven  south,  range  ten  east,  to  the 
point  at  which  Spring  Creek  unites  with  or 
empties  into  said  Little  River  near  the  south 
boundary  of  section  twelve,  township  nine 
south,  range  nine  east;  in  Cherokee  and  De- 
Kalb  Counties. 

(11)  The  dam  site  located  on  Town  Creek  in 
Dekalb  County,  described  as  follows: 

North  side:  All  that  part  of  the  southeast 

quarter  of  the  southwest  quarter  of  section  twen- 
ty-eight, township  seven  south,  range  six  east,  lying 
north  of  Town  Creek. 

Also  the  following  described  tract  of  land  con- 
taining 35.02  acres  in  the  west  half  of  the  south- 


92 


west  quarter  of  section  twenty-eight,  township 
seven  south,  range  six  east,  described  as  follows: 
Commencing  on  the  south  line  of  said  section 
twenty-eight  at  a point  600  feet  east  of  the  south- 
west corner  of  said  section,  thence  north  2120  feet, 
thence  east  720  feet,  thence  south  2120  feet,  thence 
west  720  feet  to  the  point  of  beginning. 

And  also  all  necessary  rights  of  way  and  the 
right  to  build,  construct,  operate  and  maintain 
pipe  lines,  flumes  and  canals  for  the  conveyance 
of  water,  also  the  right  to  erect,  maintain  and 
operate  pole  lines  and  transmission  lines  for  the 
transmission  of  electric  power  over  and  across 
any  of  the  remaining  portion  of  said  west  half  of 
the  southwest  quarter  of  section  twenty-eight, 
township  seven  south,  range  six  east;  also  the 
right  to  take  and  use  from  said  remaining  portions 
of  said  west  half  of  the  southwest  quarter  of  sec- 
tion twenty-eight,  township  seven  south,  range  six 
east,  all  such  stone  and  timber  as  may  be  necessary 
or  useful  in  the  construction  and  maintenance  of 
a dam  on  the  lands  above  described  to  be  erected 
at  a point  at  or  near  what  is  known  as  “Elrod’s 
Mill.” 

South  side : All  that  part  of  the  south 

half  of  the  southwest  quarter  of  section  twenty- 
eight,  township  seven  south,  range  six  east,  lying 
south  of  Town  Creek. 

Also  the  following  land  to  be  used  in  connec- 
tion with  the  development  of  the  above  described 
dam  site  on  Town  Creek: 

(a)  The  southwest  quarter  of  the  northwest 
quarter  of  section  fifteen,  the  northeast 
quarter  of  the  northwest  quarter  of  section 
twenty-five,  all  in  township  seven  south,  range 


93 


five  east;  also  the  southeast  quarter  of  the 
southeast  quarter  of  section  twenty-eight ; 
southeast  quarter  of  the  northeast  quarter 
and  the  northeast  quarter  of  the  southeast 
quarter  of  section  thirty-four,  all  in  township 
seven  south,  range  six  east. 

( b ) The  perpetual  right,  privilege,  ease- 
ment and  franchise  to  impound,  divert  and 
use  any  part  or  all  of  the  waters  of  Town 
Creek  and  its  tributaries,  at  any  and  all  stages 
or  volume  of  flow  from  the  natural  or  artificial 
channel  or  channels  of  said  stream  where  the 
same  passes  now  or  may  hereinafter  pass 
over,  through,  across  or  alongside  of  any  of 
the  following  described  land,  to  wit: 

The  west  half  of  the  southwest  quarter  of 
section  fifteen,  the  north  half  of  the  southeast 
quarter,  the  southeast  quarter  of  the  north- 
east quarter,  and  the  east  half  of  the  south- 
west quarter  of  section  twenty-two ; the  north 
half  of  the  southwest  quarter  and  the  north 
half  of  the  southeast  quarter  of  section  twen- 
ty-three ; the  northeast  quarter  of  section 
twenty-six,  the  northwest  quarter  of  the  north- 
east quarter  of  section  twenty-five,  all  in 
township  seven  south,  range  five  east;  the 
north  half  of  the  southwest  quarter,  the  north 
half  of  the  southeast  quarter,  the  south  half 
of  the  northeast  quarter  and  the  northeast 
quarter  of  the  northeast  quarter  of  section 
thirty;  the  east  half  of  the  northeast  quarter 
and  the  northwest  quarter  of  the  northeast 
quarter  of  section  thirty-two,  the  southwest 
quarter  of  the  southwest  quarter  of  section 
twenty-eight,  all  in  township  seven  south, 
range  six  east. 


94 


(.12 ) The  dam  site  located  on  Sauty  Creek  in 
Jackson  and  DeKalb  Counties  described  as  fol- 
lows : 

North  side:  All  that  part  of  the  south- 

east quarter  of  the  northwest  quarter  and  the  east 
half  of  the  southwest  quarter  of  section  twenty- 
four,  township  six  south,  range  six  east,  lying 
north  of  Sauty  Creek  in  Jackson  County,  except 
two  acres,  more  or  less,  in  the  northeast  quarter 
of  the  southwest  quarter  of  said  section  twenty- 
four  described  as  follows:  Beginning  at  the  north- 
west corner  of  the  Joseph  Culpepper  Graveyard 
lot  thence  70  yards  south,  thence  east  to  east  line 
of  the  northeast  quarter  of  the  southwest  quarter 
of  section  twenty-four,  township  six  south,  range 
six  east,  thence  north  on  said  line  70  yards,  thence 
east  to  the  point  of  beginning. 

South  side:  All  that  part  of  the  south- 

east quarter  of  the  northwest  quarter  and  the  east 
half  of  the  southwest  quarter  of  section  twenty- 
four,  township  six  south,  range  six  east  hung 
south  of  Sauty  Creek  in  DeKalb  County. 

Also  the  following  rights,  privileges  and  ease- 
ments to  be  used  in  connection  with  the  develop- 
ment of  the  above  described  dam  site  on  Sauty 
Creek: 

(a)  The  perpetual  right,  privilege,  ease- 
ment and  franchise  to  impound,  divert  and 
use  any  part  or  all  of  the  waters  of  Sauty 
Creek  and  its  tributaries,  at  any  and  all  stages 
or  volume  of  flow  from  the  natural  or  arti- 
ficial channel  or  channels  of  said  stream  where 
the  same  passes  now  or  may  hereinafter  pass 
over,  through,  across  or  alongside  of  the  fol- 
lowing described  lands,  to-wit: 


95 


The  northeast  quarter  of  the  northwest 
quarter  of  section  twenty-six,  township  six 
south,  range  six  east,  situated  in  DeKalb  and 
Jackson  Counties. 

(13)  The  dam  site  located  on  the  place  selected 
for  dam  No.  3 on  the  Tennessee  River,  in  Alabama, 
described  as  follows : 

North  side:  All  of  the  fractional  southeast 

quarter  of  fractional  section  four,  town- 
ship three  south,  range  eight  west,  except 
a three  acre  tract  deeded  by  F.  E.  Jackson 
to  the  United  States  of  America  on  the 
10th  day  of  April,  1890,  and  which  ex- 
cepted tract  is  described  as  follows:  Beginning 
at  the  outer  point  of  the  northwest  wing  wall  of 
Lock  No.  2 of  Muscle  Shoals  Canal;  thence  south 
61  degrees  45  minutes  west  100  feet ; thence  north 
28  degrees  15  minutes  west  100  feet ; thence  north 
61  degrees  45  minutes  east  450  feet;  thence  north 
28  degrees  15  minutes  west  250  feet ; thence  north 
61  degrees  45  minutes  east  330  feet,  more  or  less, 
to  the  north  line  of  Muscle  Shoals  Canal;  thence 
along  the  north  line  of  said  Canal  650  feet,  more 
or  less,  to  the  point  of  beginning;  Also  except  a 
twenty  acre  tract  of  land  deeded  by  the  said  F.  E. 
Jackson  to  the  United  States  of  America  on  the 
3rd  day  of  September,  1891,  which  last  excepted 
tract  is  described  as  follows:  Beginning  at  the 
north  end  of  the  north  upper  wing  wall  of  Lock 
No.  2 of  Muscle  Shoals  Canal;  thence  at  level  of 
high  water  of  Canal  along  the  bank  of  Canal  and 
west  bank  of  Second  Creek  by  various  courses 
and  distances  to  a point  situated  north  1 degree 
east  2640  feet  from  the  beginning;  thence  directly 
across  said  Creek  to  high  water  mark  on  the  east 
bank,  thence  along  said  bank  at  the  level  of  high 


96 


water  in  a southeasterly  direction  to  a point  op- 
posite to  the  upper  end  of  Second  Creek  bridge ; 
thence  by  the  shortest  possible  line  to  the  north 
boundary  of  the  right  of  way  of  Muscle  Shoals 
Canal;  thence  down  said  Canal  to  the  beginning. 
Also  excepting  the  right  to  overflow  all  that  part 
lying  below  the  505  foot  contour  as  referred  to 
the  survey  made  by  the  United  States  which  has 
heretofore  been  conveyed  to  the  United  States, 
said  lands  lying  and  being  in  Lauderdale  County. 

South  side:  Beginning  at  a point  where 

the  section  line  between  sections  fifteen  and  six- 
teen, township  three  south,  range  eight  west,  in- 
tersects the  low  water  line  of  the  Tennessee  River ; 
thence  down  stream  with  the  low  water  line  of  the 
Tennessee  River  2500  feet  to  the  beginning  point ; 
thence  south  parallel  with  the  east  line  of  said 
section  sixteen,  450  feet;  thence  at  right  angles 
west  2300  feet  to  the  mouth  of  Poplar  Spring 
Branch ; thence  up  the  south  bank  of  the  Tennessee 
River  at  low  water  mark  to  the  point  of  begin- 
ing,  containing  24  acres,  more  or  less,  and  being 
in  the  fractional  north  half  of  section  sixteen, 
township  three  south,  range  eight  west.  Ex- 
cept the  right  to  overflow  all  that  part  lying  be- 
low the  505  foot  contour  as  referred  to  the  survey 
made  by  the  United  States,  which  has  heretofore 
been  conveyed  to  the  United  States.  Said  lands 
lying  and  being  in  Lawrence  County. 

All  the  following  land  to  be  used  in  connection 
with  the  development  of  the  above  described  dam 
site  on  the  Tennesse  River: 

(a)  Starting  at  a stake  at  the  southeast  cor- 
ner of  section  nine,  township  three  south, 
range  nine  west,  thence  north  2 degrees  30 


97 


minutes  west  2700  feet  to  another  stake  about 
100  feet  from  Bluff  of  Tennessee  River; 
thence  north  78  degrees  4 minutes  west  1363 
feet  to  the  southeast  corner  of  desired  lands, 
being  the  point  of  beginning,  from  said  point 
of  beginning  run  north  2 degrees  30  minutes 
west  250  feet  to  the  northeast  corner  of  de- 
sired tract,  being  a point  in  the  Bluff  60  feet 
vertically  above  mean  low  water  of  the  Ten- 
nessee River;  thence  in  a westerly  direction 
along  the  contour  at  this  elevation  440  feet  to 
the  northwest  corner  of  desired  tract;  thence 
south  2 degrees  30  minutes  east  380  feet  to  the 
southwest  corner  of  desired  tract,  thence 
north  87  degrees  30  minutes  east  418  feet  to 
the  southeast  corner  of  said  tract,  being  the 
point  of  beginning,  containing  three  acres, 
more  or  less,  in  Colbert  County,  excepting 
from  the  above  the  right  to  overflow  all  that 
part  lying  below  the  505  foot  contour  as  re- 
ferred to  the  survey  made  by  the  United 
States,  which  has  heretofore  been  conveyed 
to  the  United  States. 

( b ) Also  all  the  following  land  that  would 
be  submerged  if  the  level  of  the  water  of  the 
Tennessee  River  should  be  raised  to  an  eleva- 
tion of  60  feet  above  low  water  mark: 

Fractional  northeast  quarter  of  section  six- 
teen, the  fractional  west  half  of  the  northwest 
quarter  of  fractional  section  fifteen,  the  frac- 
tional north  half  of  fractional  section  twenty- 
three;  all  of  fractional  section  fourteen,  and 
the  fractional  east  half  of  fractional  section 
fifteen;  all  in  township  three  south,  range  eight 
west,  in  Lawrence  County. 


98 


other  real  XX. — Together  with  other  lands  in  the  State  of  Alabama 

described  as  follows: 

(1)  That  certain  parcel  of  land  situated  in  sec- 
tion two,  township  twelve  south,  range  six  east,  in 
Etowah  County,  particularly  described  as  follows : 

Beginning  at  the  northwest  corner  of  frac- 
tion A in  section  two,  township  twelve  south, 
range  six  east,  and  running  along  the  land  line 
east  876  feet,  thence  south  9 degrees  45  min- 
utes west  2500  feet  to  the  Coosa  River,  thence 
down  the  Coosa  River  to  the  southwest  corner 
of  said  fraction  A,  thence  north  along  the 
west  line  of  said  fraction  A to  point  of  begin- 
ning; containing  40.2  acres. 

(2)  That  certain  parcel  of  land  in  the  north  half 
of  the  southeast  quarter  of  the  northeast  quarter 
of  section  ten,  township  twelve  south,  range  six 
east,  in  Etowah  County,  particularly  described  as 
follows : 

Beginning  at  a point  in  block  one  on  north 
side  of  Anniston  public  road  now  shown  as 
“Railroad  street”  on  map  of  Nowlin’s  addi- 
tion to  East  Gadsden,  recorded  in  Plat  Book 
B,  page  34,  in  the  office  of  the  Judge  of  Pro- 
bate of  Etowah  County,  starting  at  the  south- 
west corner  of  lot  one  in  block  one,  according 
to  said  map,  thence  in  a northeasterly  direc- 
tion along  the  west  line  of  said  lot  one  231% 
feet  to  a stake,  thence  at  right  angles  in  a 
northwesterly  direction  150  feet  to  a stake, 
thence  at  right  angles  in  a southwesterly  di- 
rection 231%  feet  to  the  north  line  of  Rail- 
road Street,  thence  in  southeasterly  direc- 
tion along  the  north  line  of  Railroad  Street 
150  feet  to  point  of  beginning. 


99 


(3)  The  following  parcels  of  land  situated  in 
Gadsden,  Etowah  County,  described  as  follows: 

Lot  A in  Ewing  Addition  to  Gadsden,  ac- 
cording to  plat  made  by  Civil  Engineer  Ernest 
Smith,  which  said  plat  is  recorded  in  Book  of 
Town  Plats  “B,”  page  396,  in  the  Probate 
Office  of  Etowah  County.  Said  lot  lies  be- 
tween the  property  of  the  Coosa  Pipe  & 
Foundry  Company  and  the  property  known 
as  the  Queen  City  Lumber  Company  and  Old 
Paint  Company  lot,  and  is  on  and  bounded  on 
the  east  by  the  Coosa  River.  As  shown  by 
said  recorded  map  or  plat,  the  north  line  of 
said  lot  A is  330  feet  in  length,  the  south  line 
is  361  feet  in  length,  and  the  west  line  is  535 
feet  in  length. 

Also  lots  one,  two,  three,  four,  five  and  six 
and  lots  sixteen,  seventeen,  eighteen,  nine- 
teen, twenty  and  twenty-one,  all  in  block  ten, 
according  to  the  survey,  and  map  made  by 
Civil  Engineer  Ernest  Smith  of  “Ewing  Ad- 
dition” to  Gadsden,  which  said  map  is  now  of 
record  in  Plat  Book  “B,”  page  396,  in  the 
Probate  Office  of  Etowah  County.  Said  lots 
are  all  located  between  Ewing  Avenue  and 
Railroad  Street  in  said  Addition  as  shown  by 
said  record  of  said  map. 

(4)  Lot  32,  Block  13,  to  Ewing  Addition  to  the 
City  of  Gadsden. 

(5)  The  following  described  lands  situated  in 
Winston  County: 

Five  acres,  more  or  less,  situated  in  the 
southeast  quarter  of  the  southeast  quarter 
of  section  twenty-nine,  township  nine  south, 


100 


range  ten  west,  more  particularly  described 
as  follows,  to  wit: 

Begin  at  the  northwest  corner  of  the  south- 
east quarter  of  the  southeast  quarter  of 
said  section  twenty-nine;  thence  south  along 
the  west  boundary  line  of  the  southeast 
quarter  of  the  southeast  quarter  of  said 
section  twenty-nine,  510  feet  to  a point; 
thence  in  a southeasterly  direction  on 
the  same  bearing  that  the  fence  between 
Pounders  and  Crosswhite  land  takes  to 
the  public  road;  thence  along  said  public 
road  in  a northeasterly  direction  to  the  point 
where  the  road  crosses  the  north  boundary 
line  of  said  southeast  quarter  of  the  south- 
east quarter  of  section  twenty-nine;  thence 
running  west  along  said  boundary  line  to  the 
point  of  beginning. 

(6)  The  following  described  lands  situated  in 
Walker  County: 

Two  acres,  more  or  less,  situated  in  the  south- 
east quarter  of  the  southeast  quarter  of  section 
twenty-six,  township  thirteen  south,  range  eight 
west,  more  particularly  described  as  follows: 

Beginning  at  a point  on  the  east  boundary 
line  of  said  section  twenty-six,  said  point  be- 
ing north  1017  feet  from  the  southeast  cor- 
ner thereof,  and  being  the  point  at  which  the 
southwest  boundary  line  of  the  Mortgagor’s 
transmission  line  right  of  way  extending  from 
Jasper  to  Sheffield,  crosses  and  intersects  said 
east  boundary  line  of  said  section  twenty-six ; 
running  thence  along  said  east  boundary  line 
of  said  section  twenty-six,  south  for  a dis- 
tance of  250  feet  to  a point;  running  thence 


101 


west  for  a distance  of  235  feet  to  a point; 
thence  north  to  said  southwest  boundary  of 
said  right  of  way;  thence  in  a southeasterly 
direction  along  said  southwest  boundary  of 
said  right  of  w7ay  to  point  of  beginning. 

(7)  The  following  parcels  of  land  situated  near 
Bessemer,  in  Jefferson  County,  described  as  fol- 
lows : 


Lots  Nos.  1,  2,  9,  10,  11,  12,  13,  14  and  15 
feet  off  the  east  end  of  Lot  No.  15,  all  in 
Block  No.  4 of  Tillman’s  Addition  to  Besse- 
mer, in  the  northeast  quarter  of  the  south- 
west quarter  of  section  two,  township  nine- 
teen south,  range  four  west. 

(8)  The  right  of  way  of  the  Mortgagor  for  an 
electric  transmission  line  extending  from  the 
Mortgagor’s  transmission  line  described  in  sub- 
paragraph  (19)  of  paragraph  II  of  Clause  First 
hereof  near  Jasper,  in  Walker  County,  59.2  miles, 
more  or  less,  to  the  reservation  of  the  United 
States  of  America  at  Nitrate  Plant  No.  2, 
at  or  near  Sheffield,  in  Colbert  County,  on 
which  said  right  of  way  is  constructed  the 
transmission  line  of  said  United  States, 
extending  from  the  Mortgagor’s  steam  plant 
at  Gorgas,  in  Walker  County,  by  way  of 
Jasper,  to  said  reservation  of  said  United  States 
at  Sheffield,  excepting  and  reserving  said  transmis- 
sion line  of  said  United  States  and  all  appurten- 
ances thereunto  belonging  together  with  the  right 
of  said  United  States  to  maintain  and  remove  the 
same  as  is  more  particularly  set  out  in  that  con- 
tract heretofore  mentioned  as  “Contract  T-69. ” 

(9)  All  the  Mortgagor’s  right,  title  and  inter- 
est under  the  lease  executed  by  Talladega  County, 


102 


General  de- 
scription 
and  after- 
acquired 
property. 


for  a period  of  twenty  years,  under  date  of  January 
7,  1908,  leasing  the  following  described  part  of 
that  certain  lot  or  parcel  of  land  situated  in  the 
City  of  Talladega,  in  Talladega  County,  known  as 
the  “Jail  Lot,”  said  leased  part  being  bounded  on 
the  north  by  the  right  of  way  of  the  Birmingham 
& Atlantic  Railroad  Company,  on  the  east  by  a 
part  of  the  said  “Jail  Lot,”  on  the  south  by  a part 
of  the  said  “Jail  Lot,”  and  on  the  west  by  West 
Street,  and  being  100  feet  in  width  east  and  west 
and  150  feet  in  length  north  and  south. 

(10)  The  following  described  parcel  of  land 
situated  in  Talladega,  Talladega  County: 

The  north  half  of  the  west  half  of  Lot  183, 
according  to  the  original  survey  of  the  City 
of  Talladega,  being  a part  of  section  twenty- 
seven,  township  eighteen  south,  range  five 
east. 

Also  all  water  powers,  water  rights,  rights  of  flowage 
and  overflowage,  rights  of  way,  easements,  water  power 
sites,  buildings,  power  houses,  shops,  power  plants,  sub- 
stations, dynamos,  generators,  holders,  retorts,  appa- 
ratus, engines,  machinery,  boilers,  fixtures,  equipment, 
appliances,  tools,  conduits,  flumes,  ditches,  ducts,  pipes, 
receivers,  headgates,  dams,  dam  sites,  sluices,  reservoirs, 
water-works,  hydrants,  stand-pipes,  implements,  wires, 
posts,  poles,  pumps,  tanks,  meters,  transformers,  mains, 
cars,  motors,  overhead  construction  superstructures, 
tracks,  rails,  and  all  property  of  any  nature  appertaining 
to  any  of  the  plants,  properties,  systems,  business  and 
operations  of  the  Mortgagor,  whether  the  same  are  now 
owned  or  may  hereafter  be  acquired  by  the  Mortgagor, 
or  its  successor  or  assigns,  and  wheresoever  situate. 


103 


Clause  Second. 

Franchises  and  Contracts. 

Also  all  corporate  and  other  franchises,  ordinances, 
permits,  licenses,  rights,  easements,  rights  of  way,  leases  tracts, 
and  leasehold  interests,  municipal  and  private  contracts, 
grants,  privileges  and  immunities,  belonging  to  or  which 
may  be  hereafter  owned,  held  or  enjoyed  by  the  Mort- 
gagor. 


Clause  Third. 

Bonds. 

(a)  Two  million  five  hundred  thousand  dollars  ( $2,500,- Bonds’ 
000)  principal  amount  of  the  First  Mortgage  Thirty-Year 
Five  Per  Cent.  Gold  Bonds  of  the  Mortgagor,  due  March 
1,  1946,  with  the  coupons  maturing  September  1,  1921, 
and  all  subsequently  maturing  coupons  thereto  at- 
tached, issued  under  and  secured  by  its  First 
Mortgage  dated  March  1,  1916,  to  the  United 
States  Mortgage  and  Trust  Company,  as  trustee, 
to  secure  an  authorized  issue  of  $100,000,000  of  said 
bonds,  of  which  there  have  been  issued  and  are  at  the 
date  hereof  outstanding  in  aggregate  principal  amount 
Ten  million  two  hundred  twenty-one  thousand  dollars 
($10,221,000),  (not  including  the  Two  million  five  hun- 
dred thousand  dollars  ($2,500,000)  principal  amount  of 
bonds  above  mentioned  pledged  hereunder  and  the  Four 
million  twenty-eight  thousand  dollars  ($4,028,000)  princi- 
pal amount  of  bonds  pledged  under  the  agreement  of  the 
Mortgagor  dated  July  2,  1917,  with  The  New  York  Trust 
Company  as  trustee),  and  also  all  bonds,  except  those  is- 
sued in  exchange  for  or  replacement  of  bonds  thereto- 
fore issued  thereunder  as  therein  provided,  that  may 
hereafter  at  any  time  be  certified  and  delivered  there- 
under, together  with  the  unmatured  coupons  appertain- 


104 


Shares 

Stock. 


mg  thereto,  said  mortgage  and  said  bonds  being  respec- 
tively hereinafter  sometimes  called  the  First  Mortgage 
and  the  First  Mortgage  Bonds;  and 

( b ) All  bonds  secured  by  mortgages  on  properties 
which  have  been  made  the  basis  of  the  certification  and 
delivery  of  bonds  pursuant  to  Section  6 of  Article  II 
of  the  First  Mortgage,  and  which  are  now  or  which  may 
at  any  time  hereafter  be  pledged  with  the  trustee  there- 
under. 


Shares  of  Stock. 

All  and  singular  the  following  shares  of  stock,  the  cer- 
tificates for  which  duly  indorsed  in  blank  for  transfer  are 
deposited  under  the  First  Mortgage: 

(a)  9,992  shares,  each  of  the  par  value  of  $100,  of  the 

common  stock  of  Alabama  Interstate 
Power  Company,  a corporation  of  Maine, 
being  all  the  outstanding  stock  of  said 
Company,  except  directors’  qualifying 
shares;  such  corporation  having  also  an 
authorized  issue  of  20,000  shares,  each  of 
the  par  value  of  $100,  of  preferred  stock, 
none  of  which  has  been  issued; 

(b)  2,515  shares,  each  of  the  par  value  of  $100,  of  the 

stock  of  the  Muscle  Shoals  Hydro-Elec- 
tric Power  Company,  a corporation 
of  Alabama,  being  all  the  stock  outstand- 
ing, except  directors’  qualifying  shares, 
of  an  authorized  issue  of  10,000  shares 
of  the  stock  of  said  Company; 

( c ) 995  shares,  each  of  the  par  value  of  $100,  of  the  stock 

of  Birmingham,  Montgomery  and  Gulf 
Power  Company,  a corporation  of  Ala- 
bama, being  all  the  authorized  and  out- 
standing stock  of  said  Company,  except 
directors’  qualifying  shares; 


105 


( d ) 12  shares,  each  of  the  par  value  of  $100,  of  the  stock 

of  Asbury  Electric  Power  Company, 
a corporation  of  Alabama,  out  of 
an  authorized  issue  of  100  shares 
of  the  stock  of  said  Company  of 
which  32  shares  have  been  issued  and 
are  outstanding,  and  being  all  the  stock 
of  said  Company  owned  by  the  Mort- 
gagor, except  directors’  qualifying 
shares ; and 

(e)  7 shares,  each  of  the  par  value  of  $100,  of  the  stock 

of  Alabama  Power  and  Light  Company, 
a corporation  of  Alabama,  being  all  the 
authorized  and  outstanding  stock  of  said 
Company,  except  directors’  qualifying 
shares. 

The  aforesaid  companies  and  each  and  every  corpora-  Definition  of 
tion,  a majority  of  whose  capital  stock  may  at  any  time®^®'^^ 
hereafter  be  pledged  or  assigned  hereunder  are  herein- 
after sometimes  referred  to  as  subsidiary  companies  or  as 
a subsidiary  company,  and  shall  be  taken  to  be  embraced 
and  included  in  either  of  such  terms  whenever  used  here- 
in unless  otherwise  indicated  to  the  contrary. 

The  aforesaid  certificates  of  stock  which  are  in  the  in  denture 
possession  of  the  trustee  under  the  First  Mortgage  andstamp‘ 
certain  other  securities  which  may  come  into  its  posses- 
sion have  been  or  may  be  stamped  with  substantially 
the  following  words: 

“This  instrument  is  held  under  an  indenture  of 
mortgage  dated  March  1,  1916,  made  by  the  Ala- 
bama Power  Company  to  United  States  Mortgage 
and  Trust  Company,  as  Trustee,  and  is  subject  to 
be  disposed  of  only  as  in  said  indenture  provided.” 

Upon  the  payment  in  full,  or  provision  therefor  satis- Trusteed °f 
factory  to  the  trustee  under  the  First  Mortgage,  of  theCt®”®elg|“^‘ 


106 


Property  i 
eluded. 


principal  of  all  the  bonds  issued  thereunder,  or  the 
satisfaction  and  discharge  of  the  First  Mortgage,  the 
trustee  thereunder  is  expressly  authorized  to  surrender 
all  of  the  pledged  securities  then  held  under  the  First 
Mortgage  to  the  Trustee,  and  the  Trustee  is  hereby  ex- 
pressly authorized  in  its  discretion  to  cancel  said  in- 
denture stamp  on  all  of  said  pledged  securities  wher- 
ever it  appears  or  to  surrender  them  to  the  corporations 
issuing  the  same,  either  directly  or  through  the  agency 
of  the  Mortgagor,  for  the  purpose  of  procuring  new 
bonds  of  like  principal  amount  and  new  certificates  of 
stock  of  the  same  par  value. 

Clause  Fourth. 

Property  Included. 

Any  and  all  property  of  every  name  and  nature  and 
wherever  situate,  now  owned  or  hereafter  acquired  by  the 
Mortgagor,  except  the  property  hereinafter  expressly 
excluded. 

Any  and  all  property  of  every  name  and  nature  from 
time  to  time  hereafter  by  delivery  or  by  writing  of  any 
kind  conveyed,  mortgaged,  pledged,  assigned  or  trans- 
ferred, as  and  for  additional  security  hereunder,  by  the 
Mortgagor,  or  by  any  one  in  its  behalf  or  with  its  writ- 
ten consent,  to  the  Trustee,  which  is  hereby  authorized 
to  receive  any  and  all  such  property  at  any  and  all  times, 
and  to  hold  and  apply  the  same  subject  to  the  terms 
hereof. 

It  is  the  intention  hereof  to  include  herein  all, 
except  as  hereinafter  expressly  provided,  of  the 
property  of  the  Mortgagor,  real,  personal  and  mixed, 
in  possession  or  expectancy,  or  both,  now  occupied,  owned, 
possessed  or  enjoyed  or  which  may  hereafter,  in  any 
wise,  be  acquired,  owned,  possessed  or  enjoyed  by  the 
Mortgagor  or  for  the  Mortgagor,  together  with  all  and 
singular  the  tenements,  hereditaments,  rights,  ease- 


107 


ments,  privileges,  immunities  and  appurtenances,  be- 
longing to  or  in  any  wise  appertaining  to  the 
Mortgagor  or  to  such  property  hereby  conveyed,  trans- 
ferred or  assigned,  or  agreed  or  intended  to  be  conveyed, 
transferred  or  assigned,  or  to  any  part  thereof,  and  the 
reversion  and  reversions,  remainder  and  remainders, 
rents,  income,  revenues  and  profits  thereof,  and  all  the 
estate,  right,  title,  interest,  claims  and  demands  whatso- 
ever, at  law  as  well  as  in  equity,  which  the  Mortgagor  now 
has  or  may  hereafter  acquire  in  and  to  the  aforesaid  prop- 
erty and  every  part  and  parcel  thereof. 

Provided,  however,  that  no  shares  of  stocks,  bonds  or  Property 
securities  of  other  corporations  now  owned  or  hereafter excludet1- 
acquired  shall  be  subject  to  the  lien  of  this  indenture  ex- 
cept those  hereinbefore  described  in  Clause  Third  of 
the  granting  clauses  hereof  and  those  hereafter  pledged 
or  assigned  or  agreed  to  be  pledged  or  assigned  here- 
under pursuant  to  the  provisions  hereinafter  contained. 

All  property,  real,  personal  and  mixed,  whether  now  Definitions 
or  at  any  time  hereafter  in  any  way  mortgaged,  pledged,  mortgaged11 
conveyed,  transferred  or  delivered  to  the  Trustee aml  Pleclged- 
for  the  purpose  of  or  subject  to  the  lien  of  this  inden- 
ture, or  agreed  or  intended  so  to  be,  is  hereinafter  some- 
times called  the  mortgaged  and  pledged  property;  the 
shares  of  stock,  bonds  or  other  obligations,  leases  and 
other  property  now  or  hereafter  assigned  to  or  pledged 
with  or  agreed  to  be  assigned  to  or  pledged  with  the 
Trustee  pursuant  to  any  provision  hereof  are  herein- 
after sometimes  collectively  called  the  pledged  securi- 
ties; and  the  rest  of  said  mortgaged  and  pledged  prop- 
erty is  hereinafter  sometimes  called  the  mortgaged  prop- 
erty. 

To  have  and  to  hold  the  same,  unto  the  Trustee,  and  Habendum, 
its  successor  or  successors  and  assigns  forever; 

Subject  however  as  to  the  property  therein  described  Prior  liens, 
and  thereby  covered  to  the  lien,  covenants  and  condi- 


108 


Grant  in 
Trust. 


Defeasa 


tions  of  llie  First  Mortgage  dated  March  1,  1916,  made 
by  the  Mortgagor  to  United  States  Mortgage  and  Trust 
Company,  as  trustee,  in  so  far  as  the  lien,  covenants  and 
conditions  thereof  affect  any  part  of  the  mortgaged  and 
pledged  property,  it  being  agreed  that  in  all  cases  where 
any  provision  of  the  First  Mortgage  (so  long  as  the 
same  shall  remain  undischarged)  affecting  any  part  of 
the  mortgaged  and  pledged  property,  is  inconsistent 
with  a provision  of  this  indenture,  the  provision  of  the 
First  Mortgage  shall  prevail;  and 

Subject,  also,  as  to  the  property  therein  described  and 
thereby  covered  to  the  lien,  covenants  and  conditions  of 
the  mortgage  dated  July  2,  1902,  made  by  Selma  Lighting 
Company  to  West  End  Trust  Company,  of  Philadelphia, 
Pennsylvania,  as  trustee,  to  secure  an  authorized  issue 
of  two  hundred  and  fifty  thousand  dollars  ($250,000) 
aggregate  principal  amount  of  five  per  cent,  bonds  due 
July  2,  1932,  in  so  far  as  the  lien,  covenants  and  condi- 
tions thereof  affect  any  part  of  the  mortgaged  and 
pledged  property. 

In  trust  nevertheless,  upon  the  terms  and  trusts 
herein  set  forth,  for  those  who  shall  hold  the  bonds  and 
coupons  aforesaid,  or  any  of  them,  without  preference 
of  any  of  said  bonds  over  any  others  thereof  by  reason 
of  priority  in  the  time  of  the  issue  or  negotiation  thereof, 
or  otherwise  howsoever; 

Provided,  however,  and  these  presents  are  upon  the 
condition  that  if  the  Mortgagor,  its  successors  or  as- 
signs, shall  pay  or  cause  to  be  paid  unto  the  holders  of 
said  bonds  the  principal  and  interest  to  become  due  in 
respect  thereof  at  the  times  and  in  the  manner  stip- 
ulated therein  and  herein  and  shall  keep,  perform  and  ob- 
serve all  and  singular  the  covenants  and  promises  in 
said  bonds  and  in  this  indenture  expressed  as  to  be  kept, 
performed  and  observed  by  or  on  the  part  of  the  Mort- 
gagor, then  this  indenture  and  the  estate  and  rights 


109 


Article  I. 


hereby  granted  shall  cease,  determine  and  be  void,  other- 
wise to  be  and  remain  in  full  force. 

It  is  hereby  covenanted,  declared  and  agreed  by  and 
between  the  parties  hereto  that  all  bonds  and  the  cou- 
pons appertaining  thereto  are  to  be  executed,  certified, 
delivered  and  held,  and  that  all  property  subject  or  to 
become  subject  hereto  is  to  be  held,  subject  to  the  fur- 
ther covenants,  conditions,  uses  and  trusts  hereinafter 
set  forth,  and  the  Mortgagor,  for  itself  and  its  suc- 
cessors, doth  hereby  covenant  and  agree  to  and  with  the 
Trustee,  for  the  benefit  of  those  who  shall  hold  said 
bonds  and  the  coupons  appertaining  thereto,  or  any  of 
them,  as  follows : 


ARTICLE  I. 

The  Bonds. 

Section  1.  The  bonds  to  be  issued  hereunder  shall  Designation 
be  known  as  the  Alabama  Power  Company  First  Mort-of  bond8- 
gage  Lien  and  Refunding  Gold  Bonds,  provided  that 
upon  the  satisfaction  and  discharge  of  the  First  Mort- 
gage, the  Mortgagor  in  its  discretion  may  thereafter  use 
the  designation  “First  Mortgage,”  or  some  other  appro- 
priate designation  not  disapproved  by  the  Trustee,  in 
lieu  of  the  designation  “First  Mortgage  Lien  and  Re- 
funding” with  respect  to  the  bonds  thereafter  certified 
and  delivered  hereunder,  and  the  Mortgagor  in  like  dis- 
cretion may  omit  from  the  text  of  said  bonds  the  recital 
as  to  the  pledge  and  deposit  of  First  Mortgage  Bonds  as 
security  therefor  and  if  it  so  elects  may  insert  in  substi- 
tution any  other  appropriate  recital  as  to  security.  In 
the  event  of  such  change  of  designation  and/or  of  text, 
the  holders  of  any  bonds  theretofore  certified  and  deliv- 
ered hereunder  may  at  any  time  surrender  the  same  at 
the  office  or  agency  of  the  Mortgagor,  in  the  Borough 
of  Manhattan,  in  the  City  of  New  York,  for  cancellation 
and  shall  be  entitled,  upon  payment  of  any  charge  made 


Article  I. 


110 


by  the  Mortgagor  as  provided  in  Section  10  hereof 
to  receive  in  exchange  therefor,  and  the  Mort- 
gagor shall  execute  and  the  Trustee  shall  certify  and 
deliver,  a like  principal  amount  of  bonds  of  the  same 
series  and  otherwise  of  the  tenor  of  the  bonds  surren- 
dered, except  with  respect  to  the  change  of  designation 
and/or  of  text  determined  upon  by  the  Mortgagor  as 
aforesaid. 

Amount  of  The  aggregate  principal  amount  of  the  bonds  which 
may^be7  se-h may  be  secured  by  this  indenture  is  not  limited,  but  shall 
Su^edt^ethis  include  such  amount  as  may  now  or  hereafter  from  time 
not  limited,  to  time  be  certified  and  delivered  under  the  terms  here- 
of. 


Series,  varia-  Section  2.  At  the  option  of  the  Mortgagor,  the  bonds 
form  and  issued  hereunder  may  be  issued  m one  or  more  series. 
bonds*186  °f  bonds  expressed  in  the  same  language  or  languages, 
payable  at  the  same  place  or  places,  and  containing  in  all 
other  respects  the  same  provisions,  shall  be  deemed  to 
belong  to  the  same  series,  but  the  same  series  may  in- 
clude bonds  of  different  denominations  and  may  include 
both  coupon  and  registered  bonds.  Each  series  shall 
be  distinguished  by  such  designation  as  the  board  of 
directors  of  the  Mortgagor  may  select  for  such  series, 
and  each  bond  issued  hereunder  shall  bear  upon  the  face 
thereof  the  designation  so  selected  for  the  series  to 
which  it  belongs.  All  the  bonds  to  be  issued  under  this 
indenture,  together  with  the  coupons  appertaining  there- 
to, shall  be  expressed  in  the  English  language ; but  they, 
or  any  of  them,  may  also,  at  the  election  of  the  board 
of  directors  of  the  Mortgagor,  be  expressed  in  one  or 
more  foreign  languages,  but  in  every  case  the  English 
text  shall  govern  in  the  construction  thereof,  and  both 
or  all  texts  shall  constitute  but  a single  obligation. 

The  English  text  of  the  coupon  bonds  and  of  the  reg- 
istered bonds  without  coupons  to  be  issued  under  this 
indenture,  and  of  the  coupons  appertaining  to  the  cou- 


Alabama  power  company. 


Alabama  power  company  to  United 

Spates  mortgage  and  ^u^e^°o?atris t , 
trustee.  Kortgg  t Let 

mortgage" lien  and  refunding  gold 
Ponds. 


Ill 


Article  I. 


pon  bonds,  and  of  the  certificate  of  the  Trustee  upon 
all  bonds,  shall  be  respectively  substantially  of  the  tenor 
and  purport  above  recited;  provided,  however,  that,  at 
the  option  of  the  Mortgagor,  from  time  to  time  expressed 
by  resolution  of  its  board  of  directors : 

(1)  provision  may  be  made  in  any  bond  per- Bonds  may 
mitting  its  exchange  for  another  bond  or  other ^leexchailge‘ 
bonds  of  a different  series,  upon  such  terms  and 
subject  to  such  adjustments  as  may  be  set  forth 

in  said  resolution; 

(2)  the  principal  and  interest  of  any  bonds,  Bonds  may 
payable  in  the  City  of  New  York,  in  United  States  payable6  in 
gold  coin,  may  be  made  payable  also  at  the  hold-  foreign 
er’s  option  at  such  place  or  places  in  foreign 
countries,  and  in  the  money  of  such  foreign  country 

or  countries,  at  such  reasonable  fixed  rate  or  rates 
of  exchange  as  shall  be  set  forth  in  said  resolution ; 

(3)  the  principal  and  interest  of  any  bonds  to  Place  of  pay- 

• ment  etc 

be  issued  hereunder  may  be  made  payable  only0f  bonds  ’ 
at  such  place  or  places  in  foreign  countries  and  inP^1^  in 
such  fixed  amount  or  amounts  in  foreign  money,  as  countries, 
may  be  set  forth  in  said  resolution; 

(4)  in  any  or  all  of  such  bonds  and  coupons  asfsrotvjsioas 
are  to  be  payable  in  foreign  money  or  in  foreign  ment  of 
countries  there  may  be  inserted  provisions  re-^**5^  made 
quiring  the  payment  of  the  principal  and  interest'11  bonds 
thereby  represented,  without  deduction  of  such  foreign 
taxes  imposed  by  any  foreign  taxing  authority, countnesj- 
as  may  be  specified  therein,  respectively,  and  pro- 
vision may  be  made  therein  for  registration  at 

such  place  or  places  in  f oreign  countries  as  may  be 
designated  in  such  bonds;  and  there  may  be  such 
other  insertions,  omissions  and  variations  in  such 
bonds  and  coupons,  payable  in  foreign  money  or  in 
foreign  countries,  as  the  board  of  directors  of  the 


Article  I. 


112 


Bonds  may 
be  payable 
without  de- 
duction for 
taxes. 


Date  of 
issue,  matur- 
ity, interest 
rate  and 
sinking  fund 
may  be  fixed. 


Exchange 
provisions 
may  be 
omitted. 


Mortgagor  shall  deem  necessary  or  appropriate 
and  as  shall  not  be  inconsistent  herewith; 

(5)  provision  may  be  made  in  any  series  of 
bonds  for  the  payment  of  the  principal  thereof  or 
interest  thereon,  or  both,  without  deduction  for  any 
taxes  whatsoever,  or  without  deduction  for  taxes 
with  exceptions  differing  from  those  contained  in 
the  bonds  of  any  other  series,  provided,  however, 
that  the  provisions  of  the  bonds  of  the  6%  Series 
due  1951,  with  respect  to  payment  without  deduc- 
tion for  taxes  shall  be  in  accordance  with  the  re- 
quirements of  Section  3 hereof ; 

(6)  the  date  of  issue,  date  of  maturity  and  rate 
of  interest  of  the  bonds  of  each  series  issued  here- 
under from  time  to  time  other  than  the  6%  Series 
due  1951,  and  the  terms  and  conditions,  if  any,  of 
the  redemption  and/or  convertibility  thereof  and/ 
or  of  provisions  in  regard  to  the  establishment  and 
application  of  any  sinking,  amortization,  improve- 
ment or  analogous  fund  for  the  benefit  of  the 
holders  of  the  bonds  issued  hereunder  shall 
be  as  fixed  and  determined  in  said  resolution 
and  provided  in  the  bonds  prior  to  their  issue,  but 
no  bonds  shall  bear  a date  of  maturity  later  than 
July  1,  1981,  and  so  long  as  any  bonds  of  the 
6%  Series  due  1951  are  outstanding,  any  such 
fund  shall  be  only  in  addition  or  supplemental  to 
the  improvement  and  sinking  fund  provided  for 
in  Article  V of  this  indenture; 

(7)  if  coupon  bonds  of  the  denominations  of 
$100  and  $500  shall  be  issued  hereunder,  the  pro- 
vision for  the  exchange  of  coupon  bonds  for  regis- 
tered bonds  without  coupons  may  be  omitted  there- 
from, and  the  said  provisions  may  also,  at  the 
option  of  the  Mortgagor  expressed  by  resolution 


113 


Article  I. 


of  its  board  of  directors,  be  omitted,  from  any 
bond  payable  only  in  foreign  money. 

Section  3.  The  initial  series  of  bonds  issued  here-  6%  Series 
under  shall  be  designated  the  6%  Series  due  1951.  The'1’1*’  19jL 
bonds  shall  be  dated  June  1,  1921,  shall  mature  June  1, 

1951,  and  shall  bear  interest  at  the  rate  of  six  per  cent. 

(6%)  per  annum,  payable  semi-annually  on  June  1 and 
December  1 in  each  year;  both  principal  and  interest  to 
be  payable  at  the  office  or  agency  of  the  Mortgagor  in  the 
Borough  of  Manhattan  in  the  City  of  New  York,  in  United 
States  gold  coin  of  or  equal  to  the  standard  of  weight 
and  fineness  existing  on  June  1,  1921,  without  deduction 
either  from  principal  or  interest  on  account  of  any  taxes, 
assessments  or  other  governmental  charges  (other  than 
succession  and  inheritance  taxes  and  such  part  of  any 
Federal  income  tax  as  shall  be  in  excess  of  two  per  cent. 

(2%)  in  any  one  year)  which  the  Mortgagor  or  the  Trus- 
tee may  be  required  or  permitted  to  pay  thereon  or  to 
deduct  or  retain  therefrom  by  virtue  of  any  present  or 
future  law  or  requirement  of  the  United  States  of  Amer- 
ica or  of  any  state,  county,  municipality  or  other  taxing 
authority  therein.  Said  bonds  shall  be  redeemable  in 
whole  or  in  part  at  the  option  of  the  Mortgagor,  on  any 
interest  payment  date  before  maturity,  at  the  principal 
amount  thereof  and  accrued  interest  to  the  date  of  re- 
demption, together  with  a premium  of  five  per  cent. 

(5%)  if  redeemed  on  or  before  June  1,  1932,  and, 
if  redeemed  after  June  1,  1932,  with  a premium 
of  five  per  cent.  (5%)  less  one-quarter  of  one 
per  cent.  (1/4%)  for  each  full  year  elapsed  since 
June  2,  1931,  and  in  any  case  upon  the  notice  and  the 
other  terms  and  conditions  hereinafter  specified  in  Article 
VI  of  this  indenture.  Said  bonds  shall  be  issued  as  cou- 
pon bonds  in  denominations  of  One  thousand  dollars 
($1,000)  and  Five  hundred  dollars  ($500) ; and  as  regis- 
tered bonds  without  coupons  in  denominations  of  Out- 


Article  I. 


114 


Equivalents 
in  foreign 
money. 


Denomina- 
tions, dates, 
etc.,  of  cou- 
poii  and  reg- 
istered 
bonds. 


thousand  dollars  ($1,000)  and  multiples  thereof  approved 
by  the  Mortgagor. 

Section  4.  In  case  of  the  issue  of  bonds  payable  only 
in  foreign  money,  for  the  sole  purpose  of  ascertaining 
the  amount  of  bonds  which  the  Mortgagor  shall  be  en- 
titled, from  time  to  time  and  in  the  aggregate,  to  have 
certified  and  delivered  under  the  provisions  of  this  in- 
denture, or  which  are  to  be  counted  as  outstanding  under 
any  of  the  provisions  hereof,  two  hundred  and  five 
pounds  eleven  shillings  sterling,  or  five  thousand  one 
hundred  and  eighty  French  francs,  or  four  thousand  one 
hundred  and  ninety-nine  and  one-lialf  marks,  or  two  thou- 
sand four  hundred  and  eighty-eight  guilders,  shall 
be  deemed  to  be  the  equivalent  of  one  thousand 
dollars;  and  one  hundred  and  two  pounds,  fif- 
teen shillings,  six  pence  sterling,  or  two  thou- 
sand five  hundred  and  ninety  French  francs,  or  two 
thousand  and  ninety-nine  and  three-quarters  marks,  or 
one  thousand  two  hundred  and  forty-four  guilders  shall 
be  deemed  to  be  the  equivalent  of  five  hundred  dollars; 
and  twenty  pounds,  eleven  shillings,  one  penny  sterling, 
or  five  hundred  and  eighteen  French  francs,  or  four  hun- 
dred and  nineteen  marks  ninety-five  pfennigs,  or  two 
hundred  and  forty-eight  and  eight-tenths  guilders  shall 
be  deemed  to  be  the  equivalent  of  one  hundred  dollars, 
and  in  case  of  other  foreign  currencies  the  reasonable 
equivalents  of  such  amounts  shall  be  determined  by  the 
board  of  directors  of  the  Mortgagor  at  the  time  of  au- 
thorizing the  issue  of  bonds  in  any  such  currency. 

Section  5.  Bonds  issued  pursuant  to  the  provisions 
hereof  may  at  the  election  of  the  board  of  directors  of 
the  Mortgagor,  expressed  from  time  to  time  by  resolu- 
tion, be  executed,  certified  and  delivered  originally  either 
as  coupon  bonds  or  as  registered  bonds  without  coupons, 
except  that  all  bonds  payable  in  money  of  the  United 


115 


Article  I. 


States  of  America  in  amounts  less  than  one  thousand  dol- 
lars shall  be  issued  only  as  coupon  bonds. 

Coupon  bonds  may  be  issued  in  denominations  of  one 
thousand  dollars,  five  hundred  dollars  and  one  hundred 
dollars,  or  such  amounts  in  foreign  money  as  may  be 
expressed  by  resolution  of  the  board  of  directors  of  the 
Mortgagor,  except  that  no  coupon  bond  payable  in  for- 
eign money  only  shall  be  issued  for  an  amount  which 
at  the  rate  or  rates  of  equivalence  specified  or  deter- 
mined as  provided  in  Section  4 hereof  would  exceed  one 
thousand  dollars. 

Registered  bonds  without  coupons  shall  be  issued  in 
denominations  of  one  thousand  dollars  and  multiples 
thereof  approved  by  the  Mortgagor  or  of  such  amounts 
in  foreign  money  as  the  board  of  directors  of  the  Mort- 
gagor may  from  time  to  time  authorize. 

Every  registered  bond  shall  be  dated  as  of  the  time 
of  issue  except  that  if  any  registered  bond  shall  be  is- 
sued on  any  interest  payment  date  it  shall  be  dated  as  of 
the  day  next  ensuing,  and  shall  bear  interest  from  such 
interest  payment  day. 

Section  6.  The  holder  of  any  bonds  (all  of  the  sameExchange  of 
series)  for  one  hundred  dollars  or  for  five  hundredbo,1,ls  for 
dollars  each,  may  at  any  time  surrender  the  other  de- 
same  at  the  said  office  or  agency  of  the  Mort- n0minatl0ns- 
gagor  for  cancellation  in  principal  amounts  aggre- 
gating one  thousand  dollars  or  some  multiple  thereof 
with  all  unmatured  coupons  thereunto  appertaining,  and 
receive  in  exchange  therefor,  and  the  Mortgagor  shall 
execute  and  the  Trustee  shall  certify  and  deliver  upon 
request  of  the  Mortgagor  a like  principal  amount  of  cou- 
pon bonds  (of  the  same  series)  for  one  thousand  dollars 
each  bearing  all  unmatured  coupons. 

If  the  Mortgagor  shall,  in  its  discretion,  determine  to 
issue  coupon  bonds  for  five  hundred  dollars  or  for 
one  hundred  dollars  in  exchange  for  one  thous- 


Article  I. 


116 


and  dollar  coupon  bonds,  then  upon  the  sur- 
render for  exchange  of  any  such  coupon  bond  of  the  de- 
nomination of  one  thousand  dollars  with  all  unmatured 
coupons,  the  Mortgagor  may  execute  and  the  Trustee 
shall  at  the  request  of  the  Mortgagor  certify  and  deliver 
in  exchange  for  such  coupon  bond  for  one  thousand  dol- 
lars two  bonds  for  five  hundred  dollars  each  or  ten  bonds 
for  one  hundred  dollars  each  of  the  same  series 
as  the  bond  surrendered,  with  all  unmatured  cou- 
pons. 

If  the  Mortgagor  shall,  in  its  discretion,  determine  to 
issue  coupon  bonds  payable  only  in  foreign  money,  it 
may  by  resolution  of  its  board  of  directors  make  provi- 
sion for  exchanges  of  bonds  of  different  denominations 
payable  in  the  same  currency,  similar  to  the  provisions 
in  this  Section  6 contained  for  exchanges  of  bonds  pay- 
able in  money  of  the  United  States  of  America. 

A registered  bond  without  coupons  for  a multiple  of 
one  thousand  dollars  may  upon  request  of  the  registered 
holder  be  exchanged  at  the  office  or  agency  of  the  Mort- 
gagor in  the  Borough  of  Manhattan  in  the  City  of  New 
York  (and  at  such  other  places,  if  any,  as  may  be  desig- 
nated in  said  bonds),  for  several  such  bonds  in  like  form 
for  the  same  aggregate  principal  amount  and  several 
registered  bonds  without  coupons  in  the  same  name  may 
upon  request  of  the  registered  holder  be  exchanged  at  said 
office  or  agency  for  another  registered  bond  without  cou- 
pons or  several  such  bonds  of  like  form  for  the  same 
aggregate  principal  amount,  in  every  case  of  the  same 
series.  The  necessary  new  bonds  for  the  purpose  of  such 
exchange  shall  be  executed  by  the  Mortgagor  and  at  the 
request  of  the  Mortgagor  shall  be  certified  and  delivered 
by  the  Trustee. 

In  every  case  of  exchange  the  Trustee  shall  forthwith 
cancel  the  surrendered  bond  or  bonds  and  coupons  and 
deliver  the  same  to  the  Mortgagor. 


117 


. Article  I. 


Section  7.  Whenever  any  coupon  bonds  of  the  de-Exchailse 
nomination  of  one  thousand  dollars,  with  all  unmatured  bon<i°U for 
coupons  thereunto  belonging,  shall  be  surrendered  at  the^^”^ 
office  or  agency  of  the  Mortgagor  for  exchange  for  onevice  versa, 
or  more  registered  bonds  without  coupons  the  Mortgagor 
shall  execute  and  the  Trustee  shall  certify  and  deliver  in 
exchange  for  such  coupon  bonds  one  or  more  registered 
bonds  without  coupons  of  the  same  series  and  of  the 
same  aggregate  principal  amount. 

Whenever  any  registered  bond  without  coupons  shall 
be  surrendered  at  said  office  or  agency  of  the  Mortgagor 
in  the  City  of  New  York  in  exchange  for  coupon  bonds, 
the  Mortgagor  shall  execute  and  the  Trustee  shall  cer- 
tify and  in  exchange  for  such  registered  bond  shall  de- 
liver one  or  more  coupon  bonds  of  the  denomination  of 
one  thousand  dollars  of  the  same  series  and  of  the  same 
aggregate  principal  amount  with  coupons  representing 
interest  from  the  next  preceding  interest  day. 

In  every  case  of  such  exchange  the  Trustee  shall  forth- 
with cancel  the  surrendered  bond  or  bonds  and  coupons 
and  shall  deliver  the  same  to  the  Mortgagor. 

Section  8.  The  holder  of  any  coupon  bond  issued  here-  Registration 
under  may  have  the  ownership  thereof  registered  as  °J|)Uf1°upon 
to  principal  at  the  office  or  agency  of  the  Mortgagor  in 
the  City  of  New  York,  and  such  registration  noted  on  the 
bond.  After  such  registration  no  transfer  of  said  bond 
shall  be  valid  unless  made  at  said  office  or  agency  by  the 
registered  holder  in  person  or  by  his  duly  authorized 
attorney,  and  similarly  noted  on  the  bond;  but  the  same 
may  be  discharged  from  registration  by  being  in  like  man- 
ner transferred  to  bearer,  and  thereupon  transferability 
by  delivery  shall  be  restored;  but  such  bond  may  again 
from  time  to  time  be  registered,  or  transferred  to  bearer 
as  before.  Such  registration,  however,  shall  not  affect  the 
negotiability  of  the  coupons,  but  every  such  coupon  shall 


Article  I. 


118 


Numbers, 
identifica- 
tion marks, 
etc. 


Charge  on 
exchange  or 
transfer  of 
bonds. 


continue  to  be  transferable  by  delivery  merely,  and  shall 
remain  payable  to  bearer. 

Section  9.  Any  bond  issued  hereunder  whether  in  reg- 
istered or  in  coupon  form  shall  bear  such  numbers,  let- 
ters or  other  marks  of  identification  or  designation  not 
inconsistent  herewith,  and  may  be  endorsed  with  such 
legends  or  recitals  in  respect  of  the  bond  or  bonds  for 
which  it  is  exchangeable,  as  may  be  determined  by  the 
board  of  directors  of  the  Mortgagor  and  approved  by 
the  Trustee,  and  as  may  be  required  to  comply  with 
the  rules  and  regulations  of  any  stock  exchange  or  to 
conform  with  usage  in  respect  thereof ; and  like  pro- 
vision may  be  made  in  connection  with  the  issue  of 
coupon  bonds  of  denominations  of  less  than  one  thou- 
sands dollars  or  of  registered  bonds  for  the  reservation 
of  appropriate  numbers  or  other  designating  marks  of 
the  coupon  bonds  exchangeable  in  place  thereof  as  re- 
quired by  such  stock  exchange  rules  and  regulations  or 
usage. 

Section  10.  Upon  every  exchange  of  coupon  bonds  for 
registered  bonds  or  other  coupon  bonds,  or  of  registered 
bonds  for  coupon  bonds  or  other  registered  bonds,  and 
upon  any  transfer  of  registered  bonds  without  coupons, 
the  Mortgagor  may  make  a charge  sufficient  to  reimburse 
it  for  or  pay  any  stamp  or  other  tax  or  governmental 
charge  required  to  be  paid,  and  in  addition  may  charge 
a sum  not  exceeding  two  dollars  for  each  bond  issued 
upon  such  exchange  or  transfer,  which  sums  shall  be  paid 
by  the  party  requesting  such  exchange  as  a condition 
precedent  to  the  exercise  of  the  exchange  privileges  con- 
ferred by  this  Article  I.  No  charge  except  for  taxes  or 
governmental  charges  shall  be  made  for  the  registration 
or  transfer  of  coupon  bonds. 

The  Mortgagor  shall  not  be  required  to  make  any  ex- 


119 


Article  I. 


change  or  transfer  of  bonds  as  provided  in  this  Article  I 
for  a period  of  ten  days  next  preceding  any  interest  day. 

Section  11.  All  the  bonds  issued  hereunder  shall,  from  Execution 
time  to  time,  be  signed  on  behalf  of  the  Mortgagor  byof  bonds- 
its  President  or  a Vice-President  and  its  corporate  seal 
shall  be  thereunto  affixed  and  attested  by  its  Secretary 
or  an  Assistant  Secretary.  The  coupons  to  be  attached 
to  coupon  bonds  shall  bear  the  engraved  fac-simile  signa- 
ture of  the  present  or  any  future  Treasurer  of  the  Mort- 
gagor. 

In  case  any  of  the  officers  who  shall  have  signed  and 
sealed  any  bonds  or  attested  the  seal  thereon  or  whose 
fac-simile  signature  is  engraved  on  any  coupon  shall 
cease  to  be  such  officer  of  the  Mortgagor  before  the 
bonds  so  signed  and  sealed  shall  have  been  actually  cer- 
tified by  the  Trustee  or  delivered  by  the  Mortgagor,  such 
bonds  nevertheless  may  be  executed,  certified  and  de- 
livered with  the  same  force  and  effect  as  though  the 
person  or  persons  who  signed  and  sealed  such  bonds  or 
whose  fac-simile  signature  is  engraved  on  such  coupons 
had  not  ceased  to  be  such  officer  or  officers  of  the  Mort- 
gagor. 

Before  certifying  any  bonds  the  Trustee  shall  cut  off, 
cancel  and  deliver  to  the  Mortgagor  all  matured  coupons 
thereon. 

Section  12.  Until  engraved  bonds  are  ready  for  deliv- Temporary 
ery,  the  Mortgagor  may  execute  and  the  Trustee  shall bon,ls- 
certify  and  deliver  in  lieu  of  any  thereof,  temporary 
printed  or  lithographed  bonds  in  bearer  form  sub- 
stantially of  the  tenor  of  the  ,bonds  hereinbefore  author- 
ized, except  that  no  coupons  shall  be  attached  thereto, 
and  that  such  temporary  bonds  may  be  of  such  denomina- 
tions not  less  than  One  hundred  dollars  and/or  such 
amounts  in  foreign  money  as  the  Mortgagor  may  de- 
termine. Until  exchanged  for  engraved  bonds,  such 


Articles  I and  II. 


120 


temporary  bonds  shall  be  entitled  to  the  lien  and  benefit 
of  this  indenture.  Upon  such  exchange,  which  the  Mort- 
gagor shall  make  without  any  charge  therefor,  such  tem- 
porary bonds  shall  be  destroyed  by  the  Trustee,  and  upon 
the  exchange  of  all  said  bonds  a certificate  of  such  destruc- 
tion shall  be  delivered  to  the  Mortgagor.  When  and  as 
interest  is  paid  upon  temporary  bonds,  the  fact  of  such 
payment  shall  be  noted  thereon.  Until  such  permanent 
engraved  bonds  are  ready  for  delivery  the  holder  of  one 
or  more  temporary  bonds  may  surrender  the  same  to 
the  Trustee  for  cancellation,  and  shall  be  entitled  to  re- 
ceive - temporary  bonds  of  like  aggregate  principal 
amount  in  such  denominations  indicated  by  him  as  may 
have  been  determined  by  the  Mortgagor. 


Destroyed  Section  13.  Upon  receipt  by  the  Mortgagor  and  the 
lated'^bonds  Trustee  of  evidence  satisfactory  to  them,  of  the  loss,  de- 
struction or  mutilation  of  any  outstanding  bond,  and  of 
indemnity  satisfactory  to  them,  and  upon  surrender  and 
cancellation  of  such  bond  if  mutilated,  the  Mortgagor  may 
execute,  and  the  Trustee  may  certify  and  deliver,  a new 
bond  of  like  tenor  bearing  the  same  letters,  numbers  and 
other  designating  marks,  to  be  issued  in  lieu  of  such  lost, 
destroyed  or  mutilated  bond. 


Effect  of 
Trustee’s 
certificate. 


Section  14.  No  bond  shall.be  secured  hereby  unless 
there  shall  be  endorsed  thereon  the  certificate  of  the 
Trustee,  substantially  in  the  form  hereinbefore  recited, 
that  it  is  one  of  the  bonds  (or  temporary  bonds)  herein 
described;  and  such  certificate  on  any  such  bond  issued 
hereunder,  shall  be  conclusive  evidence  that  it  has  been 
duly  issued  and  is  secured  hereby. 


ARTICLE  II. 

Issue  and  Appropriation  of  Bonds. 

Initial  issue  Section  15.  Bonds  of  the  6%  Series  due  1951,  described 
of  $6%00’°00‘n  Section  3 hereof,  for  the  aggregate  principal  amount 

Series  clue 
1951. 


121 


Article  II. 


of  Two  Million  Five  Hundred  Thousand  Dollars  ($2,- 
500,000)  shall  forthwith  be  executed  by  the  Mortgagor 
and  delivered  to  the  Trustee,  and  shall  be  certified  by 
the  Trustee  and  delivered  (whether  before  or  after  the 
filing  or  recording  hereof),  in  accordance  with  the  order 
of  the  Mortgagor  evidenced  by  a writing  or  writings 
signed  by  its  President  or  a Vice-President  and  its  Trea- 
surer or  an  Assistant  Treasurer. 

Section  16.  No  additional  bonds  shall  be  certified  andNo 
delivered  under  the  provisions  hereinafter  set  forth  intiona*  bonds 

. may  be 

this  indenture  except  to  such  extent  that  the  total  amount  issued  unless 
of  bonds  at  any  time  outstanding  under  this  indenture  permit!' UmgS 
shall  not  exceed  eighty  per  cent.  (80%)  of  the  fair  value 
to  the  Mortgagor  in  the  opinion  of  its  board  of  directors 
of  its  property  subject  to  the  lien  of  this  indenture,  and 
only  if  the  earnings  of  the  Mortgagor,  as  shown  by  a 
net  earnings  certificate  as  hereinafter  in  paragraph  (B) 
of  Section  17  hereof  defined,  for  twelve  consecutive 
calendar  months  within  the  fourteen  calendar  months 
immediately  preceding  any  application  for  certification 
and  delivery  of  such  bonds  were  equivalent  to  or  in 
excess  of  twice  the  amount  required  to  pay  the  annual 
interest  on  the  bonds  then  outstanding  under  this  in- 
denture and  the  bonds  then  proposed  to  be  issued,  as 
shown  by  said  net  earnings  certificate. 

Section  17.  Additional  bonds  may  be  executed  and  Additional 
delivered  to  the  Trustee  and  the  Trustee  shall  certify  J)’”M‘ils9su'"j,y 
and  deliver  the  same  from  time  to  time,  subject  to  ^0er"gag]j8t 
the  provisions  of  Section  16  hereof,  whenever  (1 ) Bonds  <ie- 
the  Mortgagor  shall  deposit  with  the  Trustee,  to  trustee  W'th 
be  held  as  part  of  the  pledged  securities,  its  First 
Mortgage  Bonds  heretofore  or  hereafter  issued,  having, 
in  the  case  of  coupon  bonds,  all  unmatured  coupons  there- 
to attached,  equal  in  principal  amount  to  the  principal 
amount  of  bonds  then  requested  to  be  certified  and  de- 
livered hereunder,  and  (2)  as  shown  by  the  net  earn- 
ings certificate  provided  for  in  paragraph  ( B ) of  this  Sec- 


Article  II. 


122 


tion  17  the  net  earnings  of  the  Mortgagor  shall  have 
been  not  less  than  twice  the  annual  interest  charge  stated 
in  said  net  earnings  certificate;  but  such  bonds  shall  be 
so  certified  and  delivered  only  upon  receipt  by  the  Trus- 
tee of 


Directors  ’ 
resolution 
requesting 
bonds 

against  de- 
posit of 
First  Mort- 
gage Bonds. 


(A)  A copy  of  a resolution  certified  by  the 
Secretary  or  an  Assistant  Secretary  of  the  Mort- 
gagor to  have  been  duly  adopted  by  the  board 
of  directors  (1)  requesting  the  Trustee  to  cer- 
tify and  deliver  bonds,  (2)  specifying  the 
principal  amount  of  bonds  applied  for,  the  series 
and  denominations  thereof  desired,  and  all  other 
particulars  in  respect  thereof  required  by  or  pro- 
vided for  in  Section  2 hereof,  (3)  declaring  that 
the  aggregate  principal  amount  of  the  bonds  at  the 
time  outstanding  hereunder  and  the  bonds  then 
requested  to  be  certified  and  delivered  does  not 
exceed  eighty  per  cent.  (80%)  of  the  fair  value 
to  the  Mortgagor,  in  the  opinion  of  its  board  of 
directors,  of  its  property  subject  to  this  indenture, 
and  (4)  specifying  the  officer  or  officers  of  the 
Mortgagor  to  whom  or  upon  whose  written  order 
such  bonds  shall  be  delivered;  and 


Net.  earnings  (B)  A certificate  signed  and  verified  by  the 

pAvfl  fipstP 

President  or  a Vice-President  and  the  Treasurer 
or  an  Assistant  Treasurer  of  the  Mortgagor,  made 
and  dated  not  more  than  sixty  (GO)  days  prior 
to  the  application  stating 

(a)  the  net  earnings  of  the  Mortgagor 
for  a period  of  twelve  (12)  consecutive  calen- 
dar months  within  the  fourteen  (14)  calendar 
months  immediately  preceding  the  applica- 
tion for  certification  and  delivery  of  such 
bonds,  showing  how  the  same  have  been  com- 
puted, and  to  that  end  specifying  the  operat- 
ing and  non-operating  revenues  and  also  the 


123 


Article  II. 


respective  amounts  charged  to  the  different 
distributive  groups  of  operating  expenses ; 
that  the  net  earnings  of  the  Mortgagor  have 
been  computed  by  deducting  its  operating  ex- 
penses (including  therein  expenses  of  reason- 
able and  proper  repairs,  renewals  and  main- 
tenance of  its  plants  and  properties,  rentals, 
license  charges,  taxes  and  insurance)  from 
the  total  of  its  operating  and  non-operating 
revenues;  and  that  of  said  net  earnings  not 
exceeding  fifteen  per  cent.  (15%)  in  the  aggre- 
gate consist  of  (1)  income  from  properties 
leased  to  the  Mortgagor  by  a subsidiary  com- 
pany the  lease  of  which  properties  has  not 
been  assigned  by  the  Mortgagor  to  the  trustee 
under  the  First  Mortgage  as  provided  in  Ar- 
ticle III  thereof  or  to  the  Trustee;  (2)  interest 
or  dividends  upon  any  stocks,  bonds  or  other 
securities  which  are  not  included  in  the  securi- 
ties pledged  under  the  First  Mortgage  or  here- 
under; (3)  income  from  properties  leased  to 
the  Mortgagor  by  others  than  subsidiary  com- 
panies, and/or  (4)  income  from  properties 
subject  to  liens  prior  in  lien  to  this  indenture, 
other  than  the  First  Mortgage,  if  then  undis- 
charged, taxes  for  the  then  current  year  and 
the  liens  of  any  mortgage  or  incumbrance  on 
property  which  notwithstanding  the  existence 
of  such  liens  has  been,  under  the  provisions  of 
Sections  5 or  6 of  Article  II  of  the  First  Mort- 
gage, or  has  been  or  is  by  said  application, 
under  the  provisions  of  Sections  20  or  21 
hereof,  made  the  basis  of  the  certification  and 
delivery  of  First  Mortgage  Bonds  or  of  bonds 
hereunder,  as  the  case  may  be ; 

( b ) The  annual  interest  charge  upon  (1) 
all  First  Mortgage  Bonds  outstanding  at  the 


Article  II. 


124 


Net  earnings 
defined. 


date  of  the  application  for  the  certification 
and  delivery  of  such  bonds  (other  than  the 
bonds  pledged  or  then  tendered  for  pledge 
hereunder),  (2)  all  bonds  then  outstanding 
hereunder,  (3)  all  bonds  then  applied 
for,  and  (4)  all  bonds  then  outstanding  under 
any  mortgage  prior  in  lien  to  this  indenture 
upon  any  property  which  notwithstanding  the 
existence  of  such  mortgage  has  been,  under  the 
provisions  of  Sections  5 or  6 of  Article  II  of 
the  First  Mortgage,  or  has  been  or  is  by  said 
application  under  the  provisions  of  Sections 
20  or  21  hereof,  made  the  basis  of  the  certifica- 
tion and  delivery  of  First  Mortgage  Bonds  or 
of  bonds  hereunder,  as  the  case  may  be,  (except 
such  of  said  underlying  bonds  as  may  have 
been  delivered  to  the  trustee  under  the  First 
Mortgage  as  in  Section  6 of  Article  II  of 
the  First  Mortgage  provided,  or  to  the  Trus- 
tee hereunder  as  in  Section  23  hereof  pro- 
vided) ; and 

(c)  that  the  Mortgagor  is  not,  to  the  knowl- 
edge of  the  signers,  in  default  in  the  perform- 
ance or  observance  of  any  of  the  terms  or 
covenants  of  this  indenture. 

A certificate  of  the  character  and  having  the 
contents  described  in  this  paragraph  (B)  and 
signed  and  verified  as  therein  provided  is  herein- 
after referred  to  in  this  indenture  as  a not  earn- 
ings certificate.  The  term  net  earnings  as  herein 
used  means  earnings  as  determined  in  accordance 
with  the  provisions  of  sub-paragraph  (a)  of  this 
paragraph  (B). 

If  any  of  the  property  of  the  Mortgagor  shall 
have  been  owned  by  it  during  a part  but  not  dur- 
ing the  whole  of  any  period  for  which  net  earnings 
are  to  be  computed,  the  earnings  of  such  property 


125 


Article  II. 


during  such  part  of  such  period  as  shall  have  pre- 
ceded the  acquisition  thereof  by  the  Mortgagor, 
shall  be  treated  as  earnings  of  the  Mortgagor  for 
the  purposes  of  this  indenture ; and 

( C ) The  opinion  of  counsel  (who  may  be  of  Opinion  of 
counsel  to  the  Mortgagor)  selected  by  the  board  011 
of  directors  of  the  Mortgagor  and  approved  by 
the  Trustee,  setting  forth  that  (a)  the  issue  of 
bonds,  the  certification  and  delivery  of  which  is 
applied  for,  has  been  duly  authorized  or  con- 
sented to  by  any  stockholders  and  governmental 
authorities  whose  consent  is  requisite  to  the  legal 
issue  of  such  bonds  and  that  no  part  thereof 
(or  such  part  thereof  as  may  be  stated  therein) 
i$  required  by  the  provisions  of  Sections  21  or 
23  hereof  to  be  withheld  from  certification  and  de- 
livery and  ( b ) that  in  the  signer’s  opinion  the 
Mortgagor  is  lawfully  permitted  to  issue  the  in- 
stallment of  bonds  applied  for  in  addition  to  any 
and  all  bonds  of  the  Mortgagor  then  outstanding. 

Section  18.  Additional  bonds  may  be  executed  and  de-  1^<l<l1itionfjl1 
livered  to  the  Trustee  and  the  Trustee  shall  certify  and  be  "issued*  for 
deliver  the  same  from  time  to  time,  subject  to  the  provi-  property31 
sions  of  Section  16  hereof,  but  (except  as  hereinafter  in  permanent 
Sections,  19,  21,  22,  23  and  24  hereof  provided)  only  after S) eetc. 
the  maturity  of  the  First  Mortgage  Bonds  or  after 
all  bonds  authorized  to  be  issued  under  the  First  Mort- 
gage, except  those  reserved  to  refund  underlying  bonds  as 
provided  in  Section  6 of  Article  II  of  the  First  Mortgage, 
shall  have  been  certified  and  delivered,  provided  it 
shall  be  shown  by  the  resolutions,  certificates  and  opinions 
hereafter  in  this  Section  18  provided  for  that  the  Mort- 
gagor has  after  June  1,  1921,  acquired,  or  constructed 
additional  plants  or  properties,  or  permanent  improve- 
ments, extensions  or  additions  to  or  about  its  plants  or 
properties,  including  to  the  extent  and  upon  the 


Article  II. 


126 


Conditions, 
provisions 
and  limita- 
tions of 
issue. 


Only  for 
specified 
business 
purposes. 


Certain  pur- 
poses pro- 
hibited. 


Eighty  per 
cent,  of  cost 
or  value. 


terms  and  conditions  set  forth  in  Section  22 
hereof,  the  stock,  bonds  or  other  securities  of  a cor- 
poration formed  to  acquire  or  construct  reservoirs  for 
the  storage  of  water  as  in  said  Section  22  provided.  Such 
additional  bonds,  however,  shall  be  certified  and  deliver- 
ed only  in  accordance  with  and  subject  to  the  following 
conditions,  provisions  and  limitations: 

(1)  No  bonds  shall  be  certified  and  delivered  ex- 
cept on  account  of  the  acquisition  or  construction 
of  plants,  properties,  permanent  improvements, 
extensions  or  additions,  as  aforesaid,  to  be  used  in 
the  business  of  (a)  generating,  manufacturing,  dis- 
tributing or  supplying  light,  heat  or  power  by 
means  of  electricity,  steam  and/or  artificial  gas, 
( b ) operating  street  or  interurban  railways, 
and/or  (c)  supplying  water  for  domestic  or  pub- 
lic use  and  consumption ; 

(2)  No  bonds  shall  be  certified  and  deliver- 
ed on  account  of  the  acquisition  of  any 
shares  of  stock,  bonds  or  other  securities  (ex- 
cept as  in  this  indenture  otherwise  express- 
ly provided),  or  of  franchises  or  contracts, 
nor  for  any  purpose  not  herein  specifically 
provided  for,  nor  on  account  of  any  prop- 
erty acquired  as  substituted  property  under 
the  provisions  of  the  First  Mortgage  or  of 
this  indenture  with  respect  to  the  release  of  prop- 
erty from  the  lien  hereof,  nor  on  account  of  the  ac- 
quisition or  construction  of  any  additional  plants, 
properties,  permanent  improvements,  extensions 
or  additions  which  have  been  made  the  basis  of  the 
withdrawal  of  money  under  any  of  the  provisions 
of  the  First  Mortgage  or  of  this  indenture ; 

(3)  The  Trustee  shall  certify  and  deliver  bonds 
under  this  Section  18  only  for  an  amount  of  prin- 
cipal equal  to  eighty  per  cent.  (80%)  of  the  ac- 


127 


Article  II. 


tual  cash  cost  to  the  Mortgagor  of  any  such  addi- 
tional plants,  properties,  permanent  improve- 
ments, extensions  or  additions,  as  shown  by  the 
resolutions  and  certificates  hereinafter  in  this 
Section  18  provided  for,  except  that  (1)  if  such 
resolutions  and  certificates  shall  show  the  fair 
value  to  the  Mortgagor  of  said  plants,  properties, 
permanent  improvements,  extensions  or  additions 
to  be  less  than  such  actual  cash  cost,  or  (2)  if  with 
respect  to  the  acquisition  of  any  plants,  proper- 
ties, permanent  improvements,  extensions  or  ad- 
ditions acquired  from  a subsidiary  company  or  of 
any  system,  plant  or  power  house  which  has  been 
used  or  operated  by  others  than  the  Mortgagor 
in  a public  utility  business  or  which  has  not  been 
constructed  by  or  for  the  Mortgagor,  the 
independent  engineer’s  certificate  required  by 
paragraph  ( G ) of  this  Section  18  shall  show  the 
fair  value  of  the  physical  property  so  acquired 
to  be  less  than  such  actual  cash  cost,  then  and  in 
each  such  case  bonds  shall  be  certified  and  deliv- 
ered only  for  a principal  amount  equal  to  eighty 
per  cent.  (80%)  of  such  fair  value;  and  except 
further  that  if  such  additional  plants,  properties, 
permanent  improvements,  extensions  or  additions 
include  any  system,  plant  or  power  house  which 
has  been  used  or  operated  by  others  than  the 
Mortgagor  in  any  public  utility  business,  the  cash 
cost  thereof  may  be  deemed  to  include  the  cash  cost 
of  any  rights  and  intangible  property  simultan- 
eously acquired  with  the  same,  for  which  no  sepa- 
rate or  distinct  consideration  shall  have  been  paid 
or  apportioned,  and  bonds  shall  be  certified  and 
delivered  for  an  amount  of  principal  not  more  than 
eighty  per  cent.  (80%)  of  such  cash  cost  so  defined, 
up  to  but  not  exceeding,  however,  eighty  per  cent. 
(80%)  of  the  fair  value  of  the  physical  property 


Article  II. 


128 


Amount  of 
bonds  issu- 
able on  ac- 
count of 
street  rail- 
ways. 


Amount  of 
bonds  issu- 
able on  ac- 
count of 
water  sup- 
ply systems. 


Where  addi- 
tional prop- 
erties must 
be  located, 
and  how 
connected. 


so  acquired,  as  shown  by  the  certificate  of  the  in- 
dependent engineer  provided  for  in  paragraph 
( G ) of  this  Section  18; 

(4)  No  bonds  shall  be  certified  and  delivered  on 
account  of  the  acquisition  or  construction  of  street 
or  interurban  railways  or  equipment  therefor  or 
permanent  improvements,  extensions  or  addi- 
tions in  respect  of  such  railways  to  a principal 
amount  exceeding  twenty  per  cent.  (20%)  of  the 
sum  of  the  principal  amount  of  all  First  Mortgage 
Bonds  then  outstanding  (other  than  those  pledged 
hereunder)  and  of  the  principal  amount  of  all 
bonds  at  the  time  outstanding  under  this  inden- 
ture, including  those  applied  for; 

(5)  No  bonds  shall  be  certified  and  delivered  on 
account  of  the  acquisition  or  construction  of  plants, 
properties  or  systems  used  in  the  business  of  sup- 
plying water  for  domestic  or  public  use  and  con- 
sumption to  a principal  amount  exceeding  five  per 
cent.  (5%)  of  the  sum  of  the  principal  amount 
of  all  First  Mortgage  Bonds  then  outstanding 
(other  than  those  pledged  hereunder)  and  of 
the  principal  amount  of  all  bonds  at  the 
time  outstanding  under  this  indenture,  in- 
cluding those  applied  for,  nor  in  any  event 
exceeding  in  aggregate  principal  amount  one 
million  dollars  ($1,000,000) ; 

(6)  No  bonds  shall  be  certified  and  delivered 
on  account  of  the  acquisition  or  construction  of 
additional  plants,  properties,  permanent  improve- 
ments, extensions  or  additions,  as  aforesaid,  unless 
the  same  are  situated  in  the  United  States  in  the 
territory  bounded  upon  the  west  by  the  105th 
meridian  of  longitude  and  upon  the  north  by  the 
40th  parallel  of  latitude ; and,  except  as  hereinafter 
in  this  paragraph  (6)  provided,  no  bonds  shall  be 


129 


Aeticle  II. 


certified  and  delivered  on  account  of  the  acquisi- 
tion or  construction  of  additional  systems,  plants 
or  power  houses  unless  they  are  physically  con- 
nected by  transmission,  railway  or  service  lines  or 
otherwise  for  the  purposes  of  the  business  of  the 
Mortgagor  with  some  plant  or  system  which  is 
subject  to  the  lien  hereof. 

Systems,  plants  and  power  houses  not  so  con- Disconnected 
nected  are  hereinafter  called  disconnected  proper- 
ties,  provided  that  reservoirs  for  the  storage  of 
water  through  the  operation  of  which  the  output 
of  any  of  the  Mortgagor’s  plants  or  properties  may 
be  controlled  or  regulated  shall  not  be  deemed  to 
be  disconnected  properties  even  though  not  so  con- 
nected. 

Bonds  may  be  certified  and  delivered  on  account  Exception 
of  the  acquisition  or  construction  of  disconnected  disconnected 
properties  up  to  but  not  exceeding  in  aggregate  properties, 
principal  amount  ten  per  cent.  (10%)  of  the 
sum  of  the  principal  amount  of  all  First  Mort- 
gage Bonds  then  outstanding  (other  than  those 
pledged  hereunder)  and  of  the  principal 
amount  of  all  bonds  outstanding  hereunder 
at  the  time  of  such  certification  and  de- 
livery, including  those  applied  for,  except  that 
bonds  may  be  certified  and  delivered  on  account  of 
the  acquisition  or  construction  of  disconnected 
properties  located  within  the  State  of  Alabama  up 
to  but  not  exceeding  in  aggregate  principal  amount 
three  million  dollars  ($3,000,000)  in  addition  to 
all  bonds  certified  and  delivered  as  aforesaid  on 
account  of  the  acquisition  or  construction  of  dis- 
connected properties  located  either  within  or  with- 
out the  State  of  Alabama. 

However,  after  any  disconnected  property  madeEffect 
the  basis  of  certification  and  delivery  of  bonds  disco^nTcfed 
has  been  connected,  as  above  provided  in  tHis  with>esystem 

etc. 


Article  II. 


130 


Net  earn- 
ings to  be 
not  less  than 
twice  annual 
interest 
charge. 


paragraph  (6),  with  some  plant  or  system 
subject  to  the  lien  of  this  indenture  at  the  date  of 
the  execution  thereof — to  be  proved  by  a certificate 
of  such  connection  filed  with  the  Trustee  and 
signed  and  verified  by  the  President  or  a Vice- 
President  of  the  Mortgagor  and  by  an  engineer 
appointed  by  the  board  of  directors  of  the  Mort- 
gagor and  approved  by  the  Trustee  (who  may  be 
an  employee  of  the  Mortgagor) — the  bonds  cer- 
tified and  delivered  on  account  of  the  acquisition 
or  construction  of  such  disconnected  property  shall 
no  longer  be  included  in  determining  the  amount 
of  bonds  certified  and  delivered  on  account  of  the 
acquisition  or  construction  of  disconnected  prop- 
erties, but  shall  be  included  in  the  bonds  certified 
and  delivered  on  account  of  the  acquisition  or  con- 
struction of  properties  connected  as  aforesaid  at 
the  date  of  the  execution  of  this  indenture. 

If  at  any  time  and  from  time  to  time,  by  reason 
either  of  the  connection  of  disconnected  property, 
as  aforesaid,  or  an  increase  in  the  aggregate 
amount  of  bonds  outstanding  under  this  indenture, 
there  shall  be  an  increase  in  the  amount  of  bonds 
which  may  be  certified  and  delivered  within  the 
limitation  prescribed  by  any  one  of  paragraphs 
(4),  (5)  or  this  paragraph  (6)  of  this  Section 
18  then  any  bonds  which  might  have  been  certified 
and  delivered  but  for  such  limitation  may  be  certi- 
fied and  delivered  subject  to  such  limitation  as 
fixed  by  such  increase. 

(7)  No  bonds  shall  be  certified  and  delivered 
unless,  as  shown  by  a net  earnings  certificate  as 
defined  in  paragraph  (B)  of  Section  17  here- 
of, the  net  earnings  of  the  Mortgagor  for 
twelve  consecutive  calendar  months  within  the 
fourteen  calendar  months  immediately  preceding 
any  application  for  certification  and  delivery 


131 


Abticle  II. 


of  bonds  shall  have  been  not  less  than  twice  the 
annual  interest  charge  stated  in  said  net  earnings 
certificate;  and 

(8)  No  bonds  shall  be  certified  or  delivered  if  No  bonds 
the  Mortgagor  is  at  the  time,  to  the  knowledge  mortgagor 
of  the  Trustee,  in  default  under  any  of  the  pro-13  in  default- 
visions  of  this  indenture. 

But  such  bonds  shall  be  so  certified  and  delivered  offiyt*ns*™™nta 

upon  receipt  by  the  Trustee  of  livered  to 

Trustee. 

(A)  A copy  of  a resolution,  certified  by  the  Directors ’ 
Secretary  or  an  Assistant  Secretary  of  the  Mort-  requesting 
gagor,  to  have  been  duly  adopted  by  its  board ^ddtsio*°[ 
of  directors,  (1)  requesting  the  Trustee  to  property, 
certify  and  deliver  bonds,  (2)  specifying  the  prin-etc- 
cipal  amount  of  bonds  applied  for,  the  series  and 
denominations  thereof  desired,  and  all  other  par- 
ticulars in  respect  thereof  required  by  or  provid- 
ed for  in  Section  2 hereof,  (3)  stating 

the  actual  cash  cost  to  the  Mortgagor  of  the  addi- 
tional plants,  properties,  and/or  the  permanent 
improvements,  extensions  or  additions  referred 
to  in  the  certificate  hereinafter  mentioned  in  para- 
graph ( B ) of  this  Section  18,  (4)  declaring 
that  the  aggregate  principal  amount  of  bonds  at 
the  time  outstanding  hereunder  and  the  bonds  then 
requested  to  be  certified  and  delivered  does  not 
exceed  eighty  per  cent.  (80%)  of  the  fair  value 
to  the  Mortgagor,  in  the  opinion  of  its  board  of 
directors,  of.  its  property  subject  to  this  indenture, 
and  (5)  specifying  the  officer  or  officers  of  the 
Mortgagor  to  whom  or  upon  whose  written  order 
such  bonds  shall  be  delivered ; 

(B)  A certificate  signed  and  verified  by  the  Certificate 
President  or  a Vice-President  of  the  Mortgagor^dPer,^|dent 
and  by  an  engineer  appointed  by  the  board  of  di-neer- 


Article  II. 


132 


rectors  of  the  Mortgagor  (who  may  be  an  employee 
of  the  Mortgagor),  and  approved  by  the  Trus- 
tee, made  and  dated  not  more  than  sixty  (60)  days 
prior  to  the  application,  stating  in  substance  as 
follows : 

(a)  that  the  Mortgagor  since  June  1, 
1921,  has  acquired  or  constructed  additional 
plants  or  properties,  or  made  permanent  im- 
provements, extensions  or  additions  to  or 
about  its  plants  or  properties,  to  be  described 
in  the  certificate  with  reasonable  detail,  and 
that  such  additional  plants,  properties,  im- 
provements, extensions  or  additions  are  de- 
sirable in  the  profitable  and  proper  conduct  of 
the  business  of  the  Mortgagor,  and  are  to  be 
used  in  the  business  of  (1)  generating,  manu- 
facturing, distributing  or  supplying  light, 
heat  or  power  by  means  of  electricity,  steam 
and/or  artificial  gas,  (2)  operating  street  or 
interurban  railways,  and/or  (3)  supplying 
water  for  domestic  or  public  use  and  consump- 
tion; 

( b ) that  no  part  of  such  plants,  properties, 
permanent  improvements,  extensions  or  addi- 
tions specified  in  such  certificate  consists  of 
shares  of  stock,  bonds  or  other  securities,  ex- 
cept the  stock,  bonds  or  other  securities  of 
a corporation  formed  to  acquire  or  construct 
reservoirs  for  the  storage  of  water,  through 
the  operation  of  which  the  output  of  some 
of  the  Mortgagor’s  plants  or  properties 
may  be  controlled  or  regulated,  as  there- 
in set  forth,  or  of  franchises  or  con- 
tracts, or  has  been  theretofore  made 
the  basis  of  any  issue  of  bonds  under  the 
First  Mortgage  or  this  indenture  (except  as 


133 


Akticle  II. 


expressly  permitted  by  the  provisions  of 
paragraphs  (6)  and  (H)  of  this  Section  18), 
or  of  the  withdrawal  of  any  money  held  by 
the  trustee  under  the  First  Mortgage  or  by 
the  Trustee  under  any  of  the  provisions  of 
this  indenture,  or  the  basis  of  any  applica- 
tion for  the  release  of  property  under  the  pro- 
visions of  the  First  Mortgage  or  of  this  inden- 
ture with  respect  to  the  release  of  property 
from  the  lien  thereof  or  hereof ; 

(c)  that  the  Mortgagor  has  actually  ex- 
pended for  such  additional  plants,  properties, 
permanent  improvements,  extensions  or  addi- 
tions the  amount  stated  in  the  resolution  of  the 
board  of  directors  accompanying  the  applica- 
tion as  the  actual  cash  cost  thereof  to  the  Mort- 
gagor; and  that  in  the  signer’s  opinion  the 
amount  so  expended  for  such  thereof  as  are 
not  mentioned  in  the  accompanying  certificate 
(if  any)  of  the  independent  engineer  provided 
for  in  paragraph  ( G ) of  this  Section  18  is  not 
in  excess  of  the  fair  value  thereof  to  the 
Mortgagor;  and  in  case  such  actual  cash  cost 
of  said  additional  plants,  properties,  perma- 
nent improvements,  extensions  or  additions 
is  in  excess  of  the  fair  value  thereof  to  the 
Mortgagor,  such  certificate  shall  state  such 
fair  value  to  the  Mortgagor; 

( d ) whether  any  of  such  additional  plants, 
properties,  permanent  improvements,  exten- 
sions and  additions  consist  of  street  or  inter- 
urban  railways  or  equipment  therefor  or  of 
permanent  improvements,  extensions  or  addi- 
tions in  respect  of  such  railways,  and,  if  so, 
the  actual  cash  cost  thereof  to  the  Mortgagor, 
and  also  the  fair  value  to  the  Mortgagor  of 


Article  II. 


134 


such  thereof  as  are  not  mentioned  in  the  ac- 
companying certificate  (if  any)  of  the  inde- 
pendent engineer  provided  for  in  paragraph 
( G ) of  this  Section  18;  and  whether  any  con- 
sist of  plants,  properties  or  systems  used  in 
the  business  of  supplying  water  for  domestic 
or  public  use  and  consumption ; and,  if  so, 
the  actual  cash  cost  thereof  to  the  Mortgagor, 
and  also  the  fair  value  to  the  Mortgagor  of 
such  thereof  as  are  not  mentioned  in  the  ac- 
companying certificate  (if  any)  of  the  inde- 
pendent engineer  provided  for  in  paragraph 
( G ) of  this  Section  18; 

(e)  that  all  such  additional  plants,  prop- 
erties, permanent  improvements,  extensions 
or  additions  (or  in  the  case  of  the  acquisi- 
tion by  the  Mortgagor  of  stocks,  bonds  or 
other  securities  of  a corporation  formed  to 
acquire  or  construct  one  or  more  reservoirs, 
as  in  Section  22  hereof,  provided,  the 
physical  properties  represented  thereby) 
are  situated  in  the  United  States  in  the 
territory  bounded  upon  the  west  by  the 
105th  meridian  of  longitude  and  upon  the  north 
by  the  40th  parallel  of  latitude,  and  whether 
the  systems,  plants  and  power  houses  included 
therein  are  physically  connected  by  transmis- 
sion, railway  or  service  lines  or  otherwise  for 
the  purposes  of  the  business  of  the  Mort- 
gagor with  some  other  plant  or  property  sub- 
ject to  the  lien  hereof,  and  the  actual  cash  cost 
to  the  Mortgagor  of  each  system,  plant  or 
power  house  not  so  connected,  the  location 
thereof  (whether  within  or  without  the  State 
of  Alabama),  and  also  the  fair  value  to  the 
Mortgagor  of  such  thereof  as  are  not  men- 
tioned in  the  accompanying  certificate  (if 


135 


Article  II. 


any)  of  the  independent  engineer,  provided 
for  in  paragraph  ( G ) of  this  Section  18; 

(/)  whether  any  portion  of  such  additional 
plants,  properties,  permanent  improvements, 
extensions  or  additions  consist  of  property 
which  has  been  acquired  from  a subsidiary 
company,  or  consists  of  a system,  plant  or 
power  house  which  has  been  used  or  operated 
in  a public  utility  business  by  others  than  the 
Mortgagor,  or  which  has  not  been  constructed 
by  or  for  the  Mortgagor ; 

{g)  that  all  sums  due  on  or  with  respect  to 
such  additional  plants,  properties,  permanent 
improvements,  extensions  or  additions  to  the 
date  of  such  certificate  have  been  paid  in 
full  and  that  there  are  no  liens  of  material- 
men  or  contractors  upon  or  against  the  same, 
or  any  part  thereof,  except  liens  on  property 
which  notwithstanding  the  existence  of  such 
liens  has  been,  under  the  provisions  of  Sec- 
tion 5 of  Article  II  of  the  First  Mortgage, 
or  has  been  or  is  by  said  application,  under 
the  provisions  of  Section  20  hereof,  made 
the  basis  of  the  certification  and  delivery  of 
First  Mortgage  Bonds  or  of  bonds  hereunder, 
as  the  case  may  be; 

( h ) whether  such  additional  plants,  proper- 
ties, permanent  improvements,  extensions  or 
additions  include  (1)  any  extensions  into  other 
counties,  cities,  towns  and  villages  of  any 
transmission  lines  or  of  distributing  or 
service  or  supply  systems  or  of  any  street  or 
interurban  railways  theretofore  subject  to  the 
lien  of  this  indenture;  or  (2)  any  transmis- 
sion lines  or  distributing  or  service  or  supply 
systems  or  street  or  interurban  railways  that 
are  new  or  additional  and  not  an  extension  of 


A RTICI.E  II. 


136 


Net  earnings 
certificate. 


Engineers  ’ 

condition 

certificate. 


any  other  transmission  lines  or  distributing 
or  service  or  supply  systems  or  street  or  in- 
terurban  railways  theretofore  subject  to  the 
lien  of  this  indenture ; 

( i ) The  aggregate  principal  amount  of 
First  Mortgage  Bonds  then  outstanding  (other 
than  those  pledged  hereunder) ; the  aggregate 
principal  amount  of  bonds  theretofore  issued 
and  then  applied  for  hereunder;  the  aggre- 
gate principal  amount  of  bonds  theretofore 
issued  and  the  amount  of  bonds  then  applied 
for  under  this  Section  18  on  account  of  the  ac- 
quisition or  construction  of  (1)  street  or 
interurban  railways  or  equipment  therefor 
or  permanent  improvements,  extensions  or  ad- 
ditions in  respect  of  such  railways,  (2)  plants, 
properties  or  systems  used  in  the  business  of 
supplying  water,  (3)  disconnected  properties 
in  the  State  of  Alabama,  (4)  disconnected 
properties  without  the  State  of  Alabama,  and 
(5)  any  property  mentioned  in  paragraph  ( H ) 
of  this  Section  18  operated  under  franchises 
concerning  which  no  opinion  of  counsel  has 
been  furnished  which  complies  witn  specifica- 
tion (2)  of  said  paragraph  (II) ; and 

(j)  that  the  Mortgagor  is  not,  to  the  knowl- 
edge of  the  signers,  in  default  in  the  perform- 
ance or  observance  of  any  of  the  terms  or 
covenants  of  this  indenture ; 

(C)  A net  earnings  certificate  as  defined  in  para- 
graph (B)  of  Section  17  hereof; 

(D)  A certificate  signed  and  verified  by  an  inde- 
pendent engineer  or  other  competent  person  ap- 
pointed by  the  board  of  directors  of  the  Mortgagor 
and  approved  by  the  Trustee,  stating  that  the  ag- 


137 


Article  II. 


gregate  amount  expended  by  the  Mortgagor  for 
repairs,  renewals,  reconstruction  and  depreciation 
from  the  date  of  the  termination  of  the  twelve  (12) 
months’  period  covered  in  the  last  preceding  cer- 
tificate made  under  this  paragraph  ( D ),  or  in  the 
case  of  the  first  certificate  from  the  date  of  the 
termination  of  the  twelve  (12)  months’  period 
covered  in  the  last  preceding  certificate  made 
under  paragraph  ( D ) of  Section  3 of  Article  II  of 
the  First  Mortgage  to  the  date  of  the  ter- 
mination of  the  twelve  (12)  months’  period 
for  which  the  net  earnings  have  been  com- 
puted and  certified  in  the  net  earnings  cer- 
tificate furnished  under  paragraph  ( C ) of 
this  Section  18  on  the  application  for  the  certifica- 
tion and  delivery  of  such  bonds,  are,  together  with 
any  fund  or  funds  established  and  existing  for 
these  purposes,  in  the  signers’  opinion,  suffi- 
cient, so  that  at  all  times  the  value  of  the  security 
for  the  bonds  outstanding  hereunder  and  the  ef- 
ficiency of  the  mortgaged  property  are  fully  pre- 
served and  maintained.  If  such  certificate  states 
that  the  amount  so  expended  by  the  Mortgagor 
in  any  such  period  is  not  sufficient,  then  such  cer- 
tificate shall  state  the  amount  of  such  deficiency, 
and  the  Mortgagor  shall  (subject  to  the  provisions 
of  Section  27  hereof)  forthwith  deposit  with 
the  Trustee,  or  at  its  election  with  the  trus- 
tee under  the  First  Mortgage,  if  then  undischarged, 
to  be  held  and  applied  (but  without  any  duty  on  the 
part  of  the  Trustee  to  see  to  such  application)  as 
provided  in  paragraph  ( D ) of  Section  3 of  Article 
II  thereof,  a sum  in  cash  equal  to  the  amount  of 
such  deficiency.  The  moneys  so  paid  to  the  Trus- 
tee shall  be  paid  over  to  the  Mortgagor  from 
time  to  time  (1)  to  reimburse  the  Mortgagor  for 
amounts  subsequently  actually  expended  for  re- 
pairs, renewals,  reconstruction,  and/or  deprecia- 


Article  II. 


138 


Conveyances 
and  opinion 
of  counsel 
on  title. 


tion  upon  receipt  by  the  Trustee  of  certificates 
signed  and  verified  by  the  President  or  a Vice- 
President  of  the  Mortgagor  and  by  the  engineer 
of  the  Mortgagor,  stating  the  amount  so  expended 
and  the  purposes  for  which  such  expenditures  were 
made;  or  (2)  to  reimburse  the  Mortgagor  for  the 
acquisition  or  construction  of  additional  plants, 
properties,  permanent  improvements,  extensions 
or  additions,  which  could  otherwise  have  been 
made  the  basis  of  the  issue  of  bonds  under  the  pro- 
visions of  this  Section  18  and  of  Sections  21  and  22 
hereof,  in  the  same  manner  and  subject  to  the  same 
restrictions  and  conditions  as  are  required  by  Sec- 
tion 46  hereof,  with  respect  to  the  withdrawal  of 
moneys  paid  into  the  improvement  and  sinking 
fund  therein  provided  for.  Until  so  applied,  all 
sums  paid  to  the  Trustee  hereunder  shall  be  held 
by  it  as  part  of  the  mortgaged  and  pledged  prop- 
erty, such  interest  being  allowed  thereon  as  the 
Trustee  shall  allow  on  deposits  of  a similar 
character.  For  the  purpose  of  subsequent  certifi- 
cates, money  so  deposited  with  the  Trustee  shall 
be  deemed  to  have  been  “expended”  for  repairs, 
renewals,  reconstruction,  and/or  depreciation  dur- 
ing the  period  within  which  the  deficiency  made 
good  by  the  deposit  of  such  money  occurred ; 

(E)  Such  instruments  of  conveyance,  assign- 
ment and  transfer  as  may  be  necessary,  in  the 
opinion  of  counsel  (who  may  be  of  counsel  to  the 
Mortgagor)  selected  by  the  board  of  directors  of 
the  Mortgagor  and  approved  by  the  Trustee 
(which  opinion  shall  accompany  such  instruments), 
to  vest  in  the  Trustee,  subject  to  the  lien  of  the. 
First  Mortgage,  if  then  undischarged,  taxes  for 
the  then  current  year,  and  the  liens  of  any  mort- 
gages, if  then  undischarged,  upon  any  property 
which  notwithstanding  the  existence  of  such  mort- 


Article  II. 


139 


gage  has  been,  under  the  provisions  of  Sections 
5 or  6 of  Article  II  of  the  First  Mortgage,  or 
has  been  or  is  by  said  application,  under  the 
provisions  of  Sections  20  or  21  hereof,  made 
the  basis  of  the  certification  and  delivery  of 
First  Mortgage  Bonds  or  of  bonds  hereunder,  as 
the  case  may  be,  to  hold  as  part  of  the  mortgaged 
and  pledged  property  hereunder,  all  the  right, 
title  and  interest  of  the  Mortgagor  in  and  to 
the  property  made  the  basis  of  the  application,  or 
the  opinion  of  such  counsel  that  no  such  instru- 
ments are  necessary  for  such  purposes,  and  also  the 
opinion  of  such  counsel  to  the  effect  that  the  Mort- 
gagor has  title  to  such  property,  forming  the 
basis  of  such  application,  subject  to  no  lien, 
charge  or  incumbrance  thereon  or  affecting  the 
title  thereto,  prior  to  this  indenture,  except  the 
liens  above  mentioned ; 

( F ) The  opinion  of  counsel  (who  may  be  of  ^ . 

v v Opinion  of 

counsel  to  the  Mortgagor)  selected  by  the  board  counsel  on 
of  directors  of  the  Mortgagor  and  approved  by  authort ty 
the  Trustee,  setting  forth  (a)  that  the  Mortgagor  etc. 
has  corporate  authority  to  own  and  operate  the 
additional  plants,  properties,  permanent  improve- 
ments, extensions  or  additions  in  respect  of  which 
the  application  is  made;  ( b ) that  the  issue  of 
the  bonds,  the  certification  and  delivery  of  which 
is  applied  for,  has  been  duly  authorized  or 
consented  to  by  any  stockholders  and  governmental 
authorities  whose  consent  is  requisite  to  the  legal 
issue  of  such  bonds  and  that  no  part  thereof  (or 
such  part  thereof  as  may  be  stated  therein)  is 
required  by  the  provisions  of  Sections  21  or  23 
hereof  to  be  withheld  from  certification  and  de- 
livery; and  (c)  that  in  the  signer’s  opinion  the 
Mortgagor  is  lawfully  permitted  to  issue  the  in- 


Article  II. 


140 


Independent 
engineer ’s 
certificate. 


Opinion  of 
counsel  on 
franchises. 


stalment  of  bonds  applied  for  in  addition  to  any 
and  all  bonds  then  outstanding; 

( G ) In  case  it  shall  appear  from  the  certificate 
mentioned  in  paragraph  ( B ) of  this  Section  18, 
that  the  certification  and  delivery  of  bonds  are  re- 
quested on  account  of  the  acquisition  of  any  plants, 
property,  permanent  improvements,  extensions  or 
additions  acquired  from  a subsidiary  company,  or 
any  system,  plant  or  power  house  which  has  been 
used  or  operated  by  others  than  the  Mortgagor  in 
a public  utility  business  or  which  has  not  been 
constructed  by  or  for  the  Mortgagor,  then  the 
Trustee  shall  also  be  furnished,  before  granting 
such  application,  with  the  separate  verified  cer- 
tificate of  an  independent  engineer  to  be  appointed 
by  the  Trustee  and  approved  by  the  board  of  di- 
rectors of  the  Mortgagor  stating  the  fair  value, 
in  his  opinion,  of  the  physical  property  so  ac- 
quired, together  with  his  report  thereon;  and 

( H ) In  case  it  shall  appear  from  the  certificate 
mentioned  in  paragraph  (I?)  of  this  Section  18  that 
any  application  for  the  certification  and  delivery 
of  bonds  is  made  on  account  of  the  acquisition  or 
construction  of  (a)  any  extensions  into  other  coun- 
ties, cities,-  towns  or  villages  of  any  transmission 
lines  or  distributing  or  service  or  supply  systems 
or  of  street  or  interurban  railways  theretofore 
subject  to  the  lien  of  this  indenture,  or  ( b ) any 
transmission  lines  or  distributing  or  service  or 
supply  systems,  or  street  or  interurban  railways 
which  are  new  and  not  an  extension  of  any  other 
transmission  lines  or  distributing  or  service  or 
supply  systems,  or  street  or  interurban  railways 
theretofore  subject  to  the  lien  of  this  indenture, 
the  Trustee  shall  also  be  furnished,  before  certify- 
ing and  delivering  such  bonds,  in  addition  to  the 


141 


Article  II. 


certificates,  resolutions,  instruments  and  opinions 
above  mentioned,  with  the  opinion  of  counsel  (who 
may  be  of  counsel  to  the  Mortgagor)  appointed  for 
the  purpose  by  the  Trustee  and  approved  by  the 
board  of  directors  of  the  Mortgagor,  to  the  effect 
that  (1)  the  Mortgagor  is  possessed  of  a valid 
franchise  to  operate  such  property  with  respect 
to  which  the  certification  and  delivery  of  bonds 
are  requested  or  that  no  franchise  is  necessary  for 
the  operation  thereof;  (2)  that  the  term  of  such 
franchise  (in  case  such  franchise  is  necessary)  is 
unlimited  or  extends  at  least  to  a date  not  earlier 
than  the  maturity  of  the  instalment  of  bonds  then 
requested  to  be  certified  and  delivered;  and  (3) 
that  such  franchise  (in  case  such  franchise  is 
necessary)  is  owned  by  the  Mortgagor  subject  to 
no  mortgage,  lien  or  incumbrance  thereon  prior 
to  the  lien  of  this  indenture  except  the  First  Mort- 
gage, if  then  undischarged,  and  except  taxes  for 
the  then  current  year  and  liens  on  property 
which  notwithstanding  the  existence  of  such  liens 
has  been,  under  the  provisions  of  Sections  5 or 
6 of  Article  II  of  the  First  Mortgage,  or  has  been 
or  is  by  said  application,  under  the  provisions  of 
Sections  20  or  21  hereof,  made  the  basis  of  the 
certification  and  delivery  of  First  Mortgage 
Bonds  or  of  bonds  hereunder,  as  the  case  may  be ; 
provided,  however,  that  if  such  opinion  of  counsel 
does  not  comply  with  specification  (2)  of  thisLimite(]  ex. 
paragraph  (H),  the  Trustee  may  nevertheless^?^ 

(all  the  other  specifications  in  this  paragraph  term  fran- 
( H ) mentioned  being  complied  with)  certify  anddllses' 
deliver  the  bonds  applied  for  subject  to  the  limi- 
tation that  the  aggregate  principal  amount  of 
bonds  certified  and  delivered  under  this  proviso 
does  not  at  any  time  exceed  fifteen  per  cent. 

(15%)  of  the  sum  of  the  principal  amount  of  First 


Article  II. 


142 


Mortgage  Bonds  then  outstanding  (other  than 
those  pledged  hereunder)  and  of  the  principal 
amount  of  all  the  bonds  then  outstanding  here- 
under, including  those  applied  for. 

If  at  any  time  and  from  time  to  time  after  bonds 
have  been  certified  and  delivered  with  respect  to 
any  property  under  this  proviso,  an  opinion  of 
counsel  as  to  the  franchise  under  which  such  prop- 
erty is  operated  shall  be  furnished  to  comply  with 
specification  (2)  of  this  paragraph  (H),  the 
amount  of  bonds  certified  and  delivered  with  re- 
spect to  such  property  shall  not  thereafter  be 
treated  as  having  been  certified  and  delivered  un- 
der said  proviso  for  the  purpose  of  computing 
said  fifteen  per  cent.  (15%). 

If  at  any  time  and  from  time  to  time  the  aggre- 
gate principal  amount  of  bonds  certified  and  deliv- 
ered under  the  foregoing  proviso  of  this  indenture 
shall  have  become  less  than  fifteen  per  cent.  (15%) 
of  the  sum  of  the  principal  amount  of  First  Mort- 
gage Bonds  then  outstanding  (other  than  those 
pledged  hereunder)  and  of  the  principal  amount 
of  all  the  bonds  then  outstanding  hereunder  by 
reason  of  increase  in  the  total  amount  of  bonds 
outstanding  hereunder,  or  by  reason  of  the  fact 
that  any  bonds  previously  counted  as  having  been 
certified  and  delivered  under  said  proviso  are  no 
longer  so  to  be  counted  pursuant  to  the  provisions 
of  this  indenture  as  having  been  so  certified  and 
delivered,  any  bonds  the  certification  and  delivery 
of  which  have  theretofore  been  prevented  by  the 
operation  of  the  limitation  contained  in  this  para- 
graph (II)  may  thereupon  be  certified  and  deliv- 
ered up  to  such  limit  of  fifteen  per  cent.  (15%). 

Section  19.  The  Trustee  shall,  from  time  to  time, 
upon  the  order  or  orders  of  the  Mortgagor  evidenced  by  a 


143 


Article  II. 


copy  of  a resolution,  certified  by  its  Secretary  or  an  of 
Assistant  Secretary,  to  have  been  duly  adopted  by  the  against  cash, 
board  of  directors  of  the  Mortgagor  (1)  requesting  the 
Trustee  to  certify  and  deliver  bonds,  (2)  specifying 
the  principal  amount  of  bonds,  the  series  and  denomina- 
tions thereof  desired,  and  all  other  particulars  in  re- 
spect thereof  required  by  or  provided  for  in  Section  2 
hereof,  (3)  declaring  that  the  aggregate  principal 
amount  of  bonds  at  the  time  outstanding  hereunder,  and 
the  bonds  then  requested  to  be  certified  and  delivered 
does  not  exceed  eighty  per  cent.  (80%)  of  the  fair  value 
to  the  Mortgagor,  in  the  opinion  of  its  board  of  directors, 
of  the  property  subject  to  this  indenture,  and  (4)  naming 
the  officer  or  officers  of  the  Mortgagor  to  whom  or  upon 
whose  order  such  bonds  shall  be  delivered,  certify 
and  deliver  any  of  the  bonds  subject  to  the  provisions 
of  Section  18  hereof  (notwithstanding  the  restriction  in 
said  Section  18  that  bonds  may  be  certified  and  delivered 
only  after  the  maturity  of  the  First  Mortgage  Bonds, 
or  after  all  First  Mortgage  Bonds  except  those  re-  . 
served  to  refund  underlying  bonds  shall  have  been 
certified  and  delivered)  upon  deposit  with  the  Trustee 
by  the  Mortgagor  of  cash  equal  to  the  amount  of  principal 
of  the  bonds  so  requested  to  be  certified  and  delivered; 
provided,  however,  that  as  shown  by  a net  earnings 
certificate  as  defined  in  paragraph  ( B ) of  Section  17 
hereof,  the  net  earnings  of  the  Mortgagor  for  twelve 
consecutive  calendar  months  within  the  fourteen  calen- 
dar months  immediately  preceding  any  application  for 
certification  and  delivery  of  bonds,  shall  have  been 
not  less  than  twice  the  annual  interest  charge  stated  in 
said  net  earnings  certificate;  provided  further  that  the 
aggregate  amount  of  such  cash  on  deposit  wjith  the 
Trustee  under  this  provision  shall  not  at  any  one  time  ^'amount 
exceed  the  sum  of  two  million  dollars  ($2,000,000)  un-of  bonds 

. issuable 

less  the  sum  of  the  principal  amount  of  the  First  Mort-against  cash, 
gage  Bonds  then  outstanding  (other  than  those 


Article  II. 


144 


Deposit  of 
easli  to 
cover  liens'. 


pledged  hereunder)  and  of  the  principal  amount 
of  bonds  then  outstanding  under  this  indenture, 
including  those  referred  to  in  any  order  of  the  Mort- 
gagor under  this  Section  19,  exceeds  twenty  million  dol- 
lars ($20,000,000)  in  principal  amount,  in  which  case  cash 
may  be  deposited  with  the  Trustee  under  this  section 
to  an  amount  equal  to  ten  per  cent.  010%)  of  the  aggre- 
gate principal  amount  of  such  outstanding  bonds.  Such 
cash  so  deposited  shall  be  held  by  the  Trustee  as  a part 
of  the  mortgaged  and  pledged  property,  but  whenever 
the  Mortgagor  shall  become  entitled  fo  the  delivery  of 
bonds  under  any  of  the  provisions  of  this  Article  II,  the 
Trustee  shall  pay  over  to  the  Mortgagor,  or  upon  its 
order,  evidenced  as  aforesaid,  in  lieu  of  each  bond  to  the 
delivery  of  which  the  Mortgagor  may  then  be  so  entitled, 
a sum  in  cash  equal  to  the  principal  amount  of  one  such 
bond.  Until  withdrawn,  such  cash  shall  draw  interest 
at  the  current  rate  paid  by  the  Trustee  upon  similar 
funds  held  by  it  on  deposit,  such  interest  to  be  paid  by 
the  Trustee  to  the  Mortgagor,  or  upon  its  order,  evi- 
denced as  aforesaid. 

Section  20.  In  case  it  shall  appear  by  any  certificate 
or  opinion  of  counsel  filed  with  the  Trustee  prior  to,  or 
concurrently  with,  an  application  for  the  certification  and 
delivery  of  an  instalment  of  bonds  under  any  provision 
of  this  Article  II,  or  for  the  withdrawal  of  any  moneys 
deposited  under  the  provisions  of  paragraph  ( D ) of  Sec- 
tion 18  or  of  Sections  19  or  41  hereof,  or  of  any  moneys 
in  the  improvement  and  sinking  fund  provided  for  in  Ar- 
ticle V of  this  indenture,  or  of  any  insurance  moneys  re- 
ceived by  the  Trustee  pursuant  to  the  provisions  of  Sec- 
tion 36  hereof,  that  with  respect  to  the  plants,  properties, 
permanent  improvements,  extensions  or  additions,  or  any 
part  thereof,  mentioned  therein,  there  exists  any  mort- 
gage, lien  or  incumbrance  of  any  character  whatsoever, 
which  is  or  may  become  prior  to  the  lien  of  this  indenture 


145 


Article  II. 


(except  the  First  Mortgage,  if  then  undischarged,  taxes 
for  the  then  current  year  and  liens  on  property  which 
notwithstanding  the  existence  of  such  liens  has  been,  un- 
der the  provisions  of  Sections  5 or  6 of  Article  II  of  the 
First  Mortgage,  or  has  been  or  is  by  said  application, 
under  the  provisions  of  this  Section  20  or  of  Section 
21  hereof,  made  the  basis  of  the  certification  and  de- 
livery of  First  Mortgage  Bonds,  or  of  bonds  hereunder, 
as  the  case  may  be),  securing  an  indebtedness  which  can- 
not then  satisfactorily  be  paid  or  discharged,  or  the 
validity  of  which  is  disputed  by  the  Mortgagor,  the 
Trustee  shall  certify  and  deliver  the  instalment  of 
bonds,  the  certification  and  delivery  of  which  are  so 
requested,  or  shall  pay  to  the  Mortgagor  the  money 
so  requested,  as  the  case  may  be,  notwithstanding  the 
existence  of  such  mortgage,  lien  or  incumbrance,  pro- 
vided that  all  the  other  requirements  with  respect  to 
the  certification  and  delivery  of  such  instalment  of 
bonds  or  the  payment  of  such  money  have  been  com- 
plied with  by  the  Mortgagor;  and  provided  further 
that  the  Mortgagor  shall  deposit  with  the  Trustee 
an  amount  in  cash  which  shall  equal  the  face  value  of  the 
indebtedness  secured  by  said  mortgage,  lien  or  incum- 
brance, and  such  additional  amount  as  the  Trustee  may 
from  time  to  time  deem  requisite  to  cover  interest  and 
the  costs  and  expenses  of  any  litigation  with  respect 
thereto.  The  total  amount  of  money  deposited  with  and 
held  by  the  Trustee  under  the  provisions  of  this  Section  20 
to  secure  the  payment  of  any  such  liens  or  incumbrances 
shall  not  at  any  time,  however,  exceed  five  hundred 
thousand  dollars  ($500,000).  The  moneys  so  deposited 
with  the  Trustee  with  the  interest  thereon  shall  be  ap- 
plied to  the  payment  of  such  mortgage,  lien  or  incum- 
brance if  found  valid,  and  such  interest,  costs  and  ex- 
penses, and  on  the  cancellation  of  said  mortgage,  lien  or 
incumbrance,  the  moneys  so  deposited  with  the  interest 
thereon,  or,  on  the  satisfaction  thereof  from  such  moneys, 


Article  II. 


146 


any  balance  that  may  remain  therefrom,  shall  be  repaid 
by  the  Trustee  to  the  Mortgagor  upon  production  to  the 
Trustee  of  such  evidence  in  the  premises  as  the  Trustee 
may  deem  satisfactory. 

issue  of  Section  21.  In  case  it  shall  appear  from  the  certificate 
against  <uvi  mentioned  in  paragraph  ( B ) or  the  opinion  of  counsel 
pities ' prop  mentioned  in  paragraph  ( E ) of  Section  18  hereof 
that  with  respect  to  any  single  system  or  plant, 
or  permanent  improvements,  extensions  or  additions 
thereof  or  thereto,  located  in  the  State  of  Alabama  and 
theretofore  used  or  operated  by  others  than  the  Mort- 
gagor in  any  one  or  more  public  utility  business  or  busi- 
nesses, which  is  or  are  made  the  basis  of  the  certification 
and  delivery  of  bonds  hereunder,  there  are  any  bonds 
outstanding  secured  by  any  mortgage  which  is  or  may  be- 
come prior  to  the  lien  of  this  indenture  (such  systems  or 
plants  and  the  permanent  improvements,  extensions 
or  additions  thereof  or  thereto  being  hereinafter 
termed  divisional  properties  and  the  mortgages 
thereon  divisional  mortgages)  and  which  cannot 
then  be  satisfactorily  paid  or  discharged  or  for 
the  discharge  of  which  moneys  shall  not  have  been  de- 
posited with  the  Trustee  under  the  provisions  of  Section 
20  hereof,  the  Trustee,  notwithstanding  the  re- 
striction in  said  Section  18  that  bonds  may  be 
certified  and  delivered  only  after  the  maturity 
of  the  First  Mortgage  Bonds  or  after  all  First 
Mortgage  Bonds  (except  those  reserved  to  refund  under- 
lying bonds)  shall  have  been  certified  and  delivered,  and 
notwithstanding  the  existence  of  such  divisional  mort- 
gage, shall  at  any  time  and  from  time  to  time  certify  and 
deliver  the  instalment  of  bonds  (less  the  bonds  required 
to  be  reserved  and  withheld  by  the  Trustee  as  herein- 
after set  forth),  the  certification  and  delivery  of  which 
are  so  requested,  provided  (1)  that  all  other  re- 
quirements of  said  Section  18  with  respect  to  the 


147 


Article  II. 


certification  and  delivery  of  such  instalment  have  been 
complied  with  by  the  Mortgagor,  (2)  that  it  shall  appear 
from  said  certificate  or  said  opinion  of  counsel  that 
because  of  such  mortgage  thereon  First  Mortgage  Bonds 
cannot  be  certified  and  delivered  with  respect  to  such  di- 
visional property  under  any  provision  of  the  First  Mort- 
gage and  (3)  that  the  aggregate  principal  amount  of  the 
bonds  outstanding  under  all  divisional  mortgages  (other 
than  any  such  bonds  which  may  have  been  delivered  to  the 
Trustee  as  hereinafter  in  Section  23  hereof  pro- 
vided) shall  not  exceed  twenty-five  per  cent.  (25%)  of 
the  sum  of  the  principal  amount  of  First  Mort- 
gage Bonds  then  outstanding  (other  than  those 
pledged  hereunder)  and  of  the  bonds  then  outstand- 
ing hereunder,  including  the  bonds  then  applied 
for,  (4)  that  no  bonds  may  be  certified  or  de- 
livered on  account  of  the  acquisition  of  any  such 
divisional  property  if  the  principal  amount  of 
the  bonds  secured  by  divisional  mortgages  thereon 
exceeds  fifty  per  cent.  (50%)  of  the  cash  cost  or 
fair  value  to  the  Mortgagor  of  such  divisional  property 
as  shown  to  the  Trustee  by  the  resolutions  and  certificates 
mentioned  in  said  Section  18;  and  (5)  until,  in  the  opin- 
ion of  counsel  (who  may  be  of  counsel  to  the  Mortgagor) 
selected  by  the  board  of  directors  of  the  Mortgagor  and 
approved  by  the  Trustee,  the  consent  of  the  stockholders 
of  the  Mortgagor  is  not  required  by  law  to  the  increase 
of  the  bonded  indebtedness  of  the  Mortgagor,  or  until  any 
consent  so  given  does  not,  in  the  opinion  of  such  counsel, 
operate  to  limit  the  aggregate  principal  amount  of  bonds 
which  may  be  issued  hereunder,  a principal  amount 
of  bonds  equal  to  the  principal  amount  of  the  outstand- 
ing bonds  secured  by  such  divisional  mortgage  shall  be 
reserved  and  withheld  by  the  Trustee  to  be  certified  and 
delivered  as  provided  in  Section  23  hereof. 

The  Mortgagor  covenants  that  notwithstanding  the 
certification  and  delivery  of  bonds  hereunder  on  account 


Article  II. 


148  * 


Issue  of 
bonds 
against  re- 
servoir or 
reservoirs. 


of  the  acquisition  of  a divisional  property,  if  the  mort- 
gage on  such  divisional  property  shall  at  any  time 
be  discharged  as  provided  in  Section  23  hereof 
so  as  to  permit  First  Mortgage  Bonds  to  be 
certified  and  delivered  with  respect  thereto  in  ac- 
cordance with  any  of  the  provisions  of  the  First 
Mortgage,  it  will  forthwith  apply  for  the  cer- 
tification and  delivery  thereof  to  the  full  extent 
permitted  by  the  First  Mortgage,  and  that  it  will  pledge 
the  same  hereunder  as  part  of  the  pledged  securities; 
but  no  such  pledge  shall  entitle  the  Mortgagor  to  the 
issue  of  additional  bonds  under  the  provisions  of  Section 
17  hereof. 

Section  22.  In  case  it  shall  appear  from  the  certificate 
mentioned  in  paragraph  (B)  of  Section  18  that  the  prop- 
erty made  the  basis  of  the  certification  and  delivery  of 
bonds  then  requested  consists  of  a reservoir  or  reservoirs 
for  the  storage  of  water,  through  the  operation  of  which 
the  output  of  any  of  the  Mortgagor’s  plants  or  prop- 
erties may  be  controlled  or  regulated,  or  permanent  im- 
provements, extensions  or  additions  thereto,  or  consists 
of  the  stock,  bonds  or  other  securities  of  a corporation 
formed  for  the  purpose  of  acquiring  or  constructing  such 
a reservoir  or  reservoirs  (hereinafter  termed  reservoir 
companies),  the  Trustee  shall,  either  before  or  after  the 
maturity  of  the  First  Mortgage  Bonds  or  the  certifica- 
tion and  delivery  of  all  bonds  authorized  to  be  issued 
under  the  First  Mortgage,  at  any  time  and  from  time  to 
time  "certify  and  deliver  the  instalment  of  bondsThe  certi- 
fication and  delivery  of  which  is  'so  requested,  subject, 
however,  to  all  the  other  conditions  and  provisions  of  Sec- 
tion 18  hereof,  and 'provided  in  case  such  property  con- 
sists of  the  stock,  bonds  or  other  securities  of  a reservoir 
company  that  (a)  all  thereof  (except  directors’  qualifying 
shares)  as  shown  by  the  certificate  provided  for  by  para- 
graph (B)  of  Section  18,  have  been,' ‘ or  simultaneously 
with  the  certification  and  delivery  of  the  bonds  requested 


149 


Article  II. 


/ 

are,  tendered  to  the  Trustee,  assigned  in  blank  or  payable 
to  bearer,  to  be  held  by  the  Trustee  as  part  of  the  pledged 
securities;  (6)  bonds  of  such  reservoir  company  shall 
be  so  delivered  or  tendered  having  an  aggregate  princi- 
pal amount  not  less,  and  maturing  not  later  than  the 
bonds  certified  and  delivered  hereunder  with  respect  to 
the  reservoir  or  reservoirs  and  the  improvements,  ex- 
tensions and  additions  thereto  owned  by  such  reservoir 
company;  and  (c)  the  Mortgagor  shall  deliver  to  the 
Trustee  an  opinion  of  counsel  (who  may  be  of  counsel 
to  the  Mortgagor)  selected  by  the  board  of  directors 
of  the  Mortgagor  and  approved  by  the  Trustee,  setting 
forth  that  such  reservoir  company  has  been  duly  incor- 
porated and  has  corporate  authority  to  own  and  operate 
its  properties;  that  the  stock,  bonds  or  other  securities 
of  the  reservoir  company  so  tendered  for  pledge  with 
the  Trustee  have  been  lawfully  issued;  that  all  the 
properties,  rights  and  franchises  of  the  reservoir  com- 
pany are  owned  by  it  in  fee  simple  subject  to  no  lien  or  in- 
cumbrance thereon,  except  rights  in  others  to  own  or  main- 
tain a plant  or  plants  for  the  generation  of  electricity 
on  or  in  connection  therewith,  and  that  such  bonds  of  the 
reservoir  company  so  tendered  for  pledge  are  secured 
by  a first  mortgage  upon  all  of  its  properties,  rights  and 
franchises  then  owned  or  thereafter  to  be  acquired. 

If  the  Mortgagor  or  any  such  reservoir  company 
shall  acquire  any  such  reservoir  subject  to  rights 
in  others  to  own  or  maintain  a plant  or  plants  for  the 
generation  of  electricity  on  or  in  connection  with  such 
reservoir,  such  rights  shall  not  for  any  of  the  purposes 
of  this  indenture  be  deemed  liens,  charges  or  encum- 
brances prior  to  the  lien  of  this  indenture. 


Section  23.  Additional  bonds  may  be  executed  and  de-  issue  of 
livered  to  the  Trustee  and  the  Trustee  shall  certify  and  de-refunding 
liver  the  same  from  time  to  time  to  refund,  purchase,  pay 
or  otherwise  retire  (1)  the  ten  million  two  hundred  twen- 


Article  II. 


150 


ty-one  thousand  dollars  ($10,221,000)  principal  amount  of 
First  Mortgage  Bonds  mentioned  in  clause  Third  of  the 
granting  clauses  hereof,  other  than  such  of  said 
bonds  as  may  have  been  acquired  in  accordance 
with  the  provisions  of  Article  V and  of  Section 
5 of  Article  VII  of  the  First  Mortgage,  and 
in  either  case  cancelled;  and  (2)  bonds  secured 
by  divisional  mortgages  upon  properties  made  the  basis 
of  the  certification  and  delivery  of  bonds  hereunder  as 
provided  in  Section  21  hereof.  From  time  to  time  as 
there  may  be  delivered  by  the  Mortgagor  to  the  Trustee 
whether  at,  before  or  after  the  maturity  thereof  (1)  First 
Mortgage  Bonds  (other  than  those  pledged  hereunder),  or 
(2)  bonds  secured  by  divisional  mortgages,  or  in  lieu 
thereof,  (3)  proof  satisfactory  to  the  Trustee  (which  may 
be  the  certificate  of  the  mortgagee  or  trustee  under  a di- 
visional mortgage)  that  any  principal  amount  of  bonds 
secured  hereby  has  been  acquired  since  the  acquisition  by 
the  Mortgagor  of  the  divisional  property  covered  thereby 
by  the  operation  of  any  sinking  or  similar  fund  provided 
for  by  such  mortgage  and  has  been  cancelled  or  is  held 
by  the  mortgagee  or  trustee  thereunder,  in  accordance 
with  the  requirements  thereof,  and  cannot  be  reissued 
thereunder,  (together,  in  the  case  of  coupon  bonds  so 
delivered,  with  all  their  unmatured  coupons),  the  Trustee 
shall  certify  and  deliver  an  equal  principal  amount  of 
bonds  hereunder;  provided 

(a)  that  the  Mortgagor  shall  not  at  the  time  of 
any  such  certification  and  delivery  be,  to  the 
knowledge  of  the  Trustee,  in  default  hereunder; 

(b)  that  the  Trustee  shall  have  received  a copy 
of  a resolution,  certified  by  the  Secretary  or  an 
Assistant  Secretary  of  the  Mortgagor  to  have 
been  adopted  by  its  board  of  directors,  (1)  re- 
questing the  Trustee  to  certify  and  deliver  bonds, 
(2)  specifying  the  principal  amount  of  bonds 


151 


Article  II. 


applied  for,  the  series  and  denominations 
thereof  desired,  and  all  other  particulars 
in  respect  thereof  required  by  or  provid- 
ed for  in  Section  2 hereof,  (3)  declaring 
that  the  aggregate  principal  amount  of  bonds 
at  the  time  outstanding  hereunder  and  the 
bonds  then  requested  to  be  certified  and  de- 
livered does  not  exceed  eighty  per  cent.  (80%) 
of  the  fair  value  to  the  Mortgagor,  in  the  opinion 
of  its  board  of  directors,  of  the  property  subject 
to  this  indenture,  and  (4)  specifying  the  officer  or 
officers  of  the  Mortgagor  to  whom  or  upon  whose 
written  order  such  bonds  shall  be  delivered;  and 

(c)  that,  as  shown  by  a net  earnings  certificate 
as  defined  in  paragraph  ( B ) of  Section  17  hereof, 
the  net  earnings  of  the  Mortgagor  for  twelve  con- 
secutive calendar  months  within  the  fourteen  calen- 
dar months  immediately  preceding  the  date  of  the 
application  for  the  certification  and  delivery  of 
bonds,  shall  have  been  not  less  than  twice  the  an- 
nual interest  charge  stated  in  said  net  earnings 
certificate. 

Any  and  all  First  Mortgage  Bonds  and  bonds  se-  Bonds  re- 
cured by  divisional  mortgages  so  delivered  to  the  Trus-  ,f|!njll‘>1‘(11 
tee  shall  be  deemed  to  be  subsisting  obligations  and  Trustee,  etc. 
shall  be  held  by  the  Trustee  as  part  of  the  pledged 
securities,  until  all  other  outstanding  First  Mortgage 
Bonds  or  all  of  the  bonds  secured  by  any  such  di- 
visional mortgage,  as  the  case  may  be,  shall  have  been 
deposited  with  the  Trustee  or  provision  shall  have  been 
made  for  the  payment  thereof  satisfactory  to  the  Trus- 
tee (which  may  be  the  certificate  of  the  trustee  under 
the  First  Mortgage  or  the  mortgagee  or  trustee  under 
any  divisional  mortgage  that  funds  for  such  payment 
are  in  its  possession,  or,  in  the  case  of  bonds  secured  by 
any  divisional  mortgage,  that  the  same  have  been  ae- 


Article  II. 


152 


quired  by  operation  of  any  sinking  or  similar  fund 
provided  for  by  such  mortgage  and  have  been  cancelled 
or  are  held  by  the  mortgagee  or  trustee  thereunder  in 
accordance  with  the  requirements  thereof  and  cannot  be 
re-issued),  or  until  the  First  Mortgage  or  any  such  di- 
visional mortgage  has  been  discharged  and  evidence 
thereof  satisfactory  to  the  Trustee  has  been  delivered 
to  it,  whereupon  the  Trustee  shall  cancel  all  First 
Mortgage  Bonds  or  bonds  secured  by  any  such  divisional 
mortgage  then  held  by  it,  including,  in  the  case  of  the 
First  Mortgage  Bonds,  the  First  Mortgage  Bonds 
pledged  hereunder,  and  surrender  the  same  to  the  trus- 
tee under  the  First  Mortgage,  or  to  the  mortgagee  or 
trustee  under  such  divisional  mortgage,  as  the  case  may 
be,  to  the  end  that  the  First  Mortgage  or  such  divi- 
sional mortgage  may  be  discharged  and  satisfied  of 
record;  provided,  however,  that  no  divisional  mortgage 
shall  be  discharged  at  any  time  if  there  shall  be  then  out- 
standing any  other  bonds  secured  by  a mortgage  upon 
the  same  property,  junior  to  the  lien  of  such  divisional 
mortgage  and  prior  to  the  lien  of  this  indenture, 
when  Trus-  Until,  in  the  opinion  of  counsel  (who  may  be  of  counsel 
to 6 withhold^ f or  ^ie  Mortgagor)  selected  by  the  board  of  directors  of 
bonds.  the  Mortgagor  and  approved  by  the  Trustee,  the  con- 
sent of  the  stockholders  of  the  Mortgagor  is  not  required 
by  law  to  the  increase  of  the  bonded  indebtedness  of  the 
Mortgagor,  or  until  any  consent  so  given  does  not,  in 
the  opinion  of  such  counsel,  operate  to  limit  the  aggre- 
gate principal  amount  of  bonds  which  may  be  issed  here- 
under, the  Trustee  shall  reserve  and  withhold  from  certi- 
fication and  delivery,  in  addition  to  the  bonds  from 
time  to  time  reserved  and  withheld  as  provided  in 
Section  21  hereof,  a principal  amount  of  bonds  authorized 
to  be  issued  hereunder  equal  to  the  then  outstanding  prin- 
cipal amount  of  First  Mortgage  Bonds  (other  than  those 
pledged  hereunder  at  the  time  of  the  execution  hereof), 
and  the  Trustee  shall  certify  and  deliver  the  bonds  so 


153 


Article  II. 


reserved  and  withheld  as  herein  and  in  said  Section  21 
provided.  Upon  the  discharge  of  the  First  Mortgage 
or  of  any  such  divisional  mortgage,  and  the  receipt  of 
evidence  thereof  satisfactory  to  the  Trustee,  the  Trustee 
shall  certify  and  deliver  any  bonds  then  reserved  and 
withheld  from  certification  and  delivery  with  respect  to 
the  bonds  secured  by  the  mortgage  so  discharged,  sub- 
ject, however,  to  the  provisions  of  sub-paragraphs  (a), 

( b ) and  (c)  of  this  Section  23.  If  and  when,  in  the  opin-  when  ^Trus- 
ion  of  such  counsel,  no  consent  of  the  stockholders  of  quired  to 
the  Mortgagor  is  required  by  law  to  the  increase  of  the^^01'1 
bonded  indebtedness  of  the  Mortgagor,  or  any  consent 
so  given  does  not  operate  to  limit  the  aggregate  prin- 
cipal amount  of  bonds  which  may  be  issued  hereunder, 
the  Trustee  may  thereafter  certify  and  deliver  the  bonds 
theretofore  reserved  and  withheld  in  the  same  manner 
and  subject  to  the  terms  and  conditions  of  Sections  17, 

18,  19,  21  and  22  hereof. 

Section  24.  Whenever,  from  time  to  time,  the  Mort- issue  of 
gagor  shall  surrender  to  'the  Trustee,  cancelled  or  for  gainst 
cancellation,  bonds  theretofore  certified  and  delivered  b011^  8ur- 

7 rendered  for 

hereunder  which  have  been  retained  or  acquired  by  the  cancellation. 
Mortgagor  otherwise  than  by  the  withdrawal  of  cash 
from  the  Trustee  under  any  provision  of  this  indenture 
except  the  provisions  of  Article  VI,  the  Trustee  shall 
certify  and  deliver  additional  bonds  of  one  or  more  other 
series  equal  in  principal  amount  to  the  principal  amount 
of  the  bonds  so  surrendered,  upon  the  order  or  orders 
of  the  Mortgagor  evidenced  by  a copy  of  a resolution 
certified  by  its  Secretary,  or  Assistant  Secretary,  to  have 
been  duly  adopted  by  the  board  of  directors  of  the  Mort- 
gagor, (1)  requesting  the  Trustee  to  certify  and  deliver 
bonds,  (2)  specifying  the  principal  amount  of  bonds, 
the  series  and  denominations  thereof  desired,  and  all 
other  particulars  in  respect  thereto  required  by  or  pro- 
vided for  in  Section  2 hereof,  (3)  declaring  that  the  ag- 


Article  II. 


154 


gregate  principal  amount  of  bonds  at  the  time  outstand- 
ing hereunder,  and  the  bonds  then  requested  to  be  certi- 
fied and  delivered  does  not  exceed  eighty  per  cent.  (80%) 
of  the  fair  value  to  the  Mortgagor,  in  the  opinion  of  its 
board  of  directors,  of  the  property  subject  to  this  inden- 
ture, and  (4)  naming  the  officer  or  officers  of  the  Mort- 
gagor to  whom  or  upon  whose  order  such  bonds  shall  be 
certified. 

No  bonds  to  Action  25.  The  Mortgagor  covenants  that  no  bonds 
repairs, 1 etc.  shall  be  issued  under  this  indenture  for  the  purpose  of 
providing  funds  for  the  Mortgagor  to  keep  or  maintain 
the  mortgaged  property  in  good  and  businesslike 
working  order  and  condition,  or  merely  to  replace 
old,  inadequate  or  wornout  property;  provided,  how- 
ever, that  whenever  old,  inadequate  or  wornout  prop- 
erty is  replaced  by  property  costing  more  than  such  old, 
inadequate  or  wornout  property  would  cost  if  new  at 
the  time  of  such  replacement,  then  such  excess  of  cost 
of  such  property  acquired  to  replace  the  old,  inade- 
quate or  wornout  property,  and  such  excess  only,  shall 
be  deemed  permanent  improvements,  extensions  or  ad- 
ditions for  which  bonds  may  be  certified  and  delivered 
under  Sections  18,  19,  21  and  22  hereof;  and  provided 
further,  that  permanent  improvements,  extensions  or 
Ronds  may  additions  in  process  of  construction  or  erection,  so  far  as 

be  issued  1 # 7 

against  per- actually  constructed  or  erected  and  paid  for  and  placed 
pmvemenSj  under  the  lien  of  this  indenture,  shall  be  deemed  perma- 
ete.,  in  pro-nerq  improvements,  extensions  or  additions  within  the 

cess  of  coii“  A 7 

struetion.  meaning  of  this  Article  II. 

No  limita-  Section  26.  Nothing  in  this  indenture  contained  shall 
^\2r  ° limit  the  power  of  the  board  of  directors  of  the  Mort- 
gagor to  fix  the  price  at  which  the  bonds  certified  and 
delivered  hereunder  may  be  used  or  sold,  but  any  or  all 
of  said  bonds  may  be  sold  and  disposed  of  upon  such 
terms  and  for  such  considerations  as  to  the  board  of  di- 


155 


Article  II. 


rectors  of  the  Mortgagor  may  seem  fit,  subject  to  any 
provisions  of  law  in  respect  thereof. 


Section  27.  If  within  seven  days  after  any  application  Dissent  of 
for  the  certification  and  delivery  of  bonds  under  the  pro-  ^ondhoi.ieis 
visions  of  Sections  18,  21  or  22  hereof,  or  for  thefrom  engi- 
withdrawal  of  moneys  deposited  under  the  provisions "i^n  certi^** 
of  Section  19  hereof  with  the  Trustee,  or  the  filing ficate- 
of  a certificate  pursuant  to  the  provisions  of  Sec- 
tion 41  hereof,  the  Trustee  or  the  holders  of  fifteen 
per  cent.  (15%)  in  principal  amount  of  the  bonds 
then  outstanding  hereunder,  or  the  Mortgagor,  by  writ- 
ten notice  filed  with  the  Trustee,  shall  dissent  from  the 
conclusions  set  forth  in  the  certificate  required  to  be  fur- 
nished under  paragraph  ( D ) of  said  Section  18  or  said 
Section  41,  setting  forth  in  such  dissent  the  amount  which 
in  its  or  their  opinion,  as  the  case  may  be,  should  have 
been  expended  by  the  Mortgagor  for  the  purposes  and 
during  the  period  stated  in  paragraph  ( D ) of  said  Section 
18,  the  question  as  to  the  amount  which  should  have  been 
so  expended  shall  be  submitted  to  the  arbitration  of  Arbitration, 
three  disinterested  and  competent  persons  selected  in 
the  following  manner:  The  dissenting  party  or  parties 
at  the  time  of  filing  said  written  notice  of  dissent,  or 
within  ten  days  thereafter,  shall  name  its  or  their  repre- 
sentative upon  the  board  of  arbitration,  and  notify  the 
other  party  (that  is  to  say  the  Mortgagor  or  the  Trus- 
tee, as  the  case  may  be).  Within  ten  days  after  filing  said 
notice  of  dissent  the  other  party  shall  name  its  repre- 
sentative and  give  notice  of  such  selection,  failure  to  do 
which  shall  entitle  the  dissenting  party  to  name  such 
second  arbitrator.  The  two  thus  selected  shall  within 
ten  days  after  the  appointment  of  the  one  last  named 
select  a third  arbitrator,  but  if  the  two  said  arbitrators 
are  unable  within  said  ten  days  to  agree  upon  such  third 
arbitrator,  then  upon  the  application  of  either  party,  the 
person  who  is  the  District  Judge  of  the  United  States 


Article  II. 


156 


for  the  Southern  District  of  New  York  senior  in  service 
shah  have  the  power  to  appoint  such  third  arbitrator,  five 
days’  notice  of  the  application  to  said  District  Judge  be- 
ing given  by  the  party  applying,  to  the  other  party.  Be- 
fore making  a final  appointment  pursuant  to  any  such 
application  the  person  making  such  appointment  shall 
give  three  days’  notice  to  each  party  of  the  person  or 
persons  considered  by  him,  and  either  party  may  within 
said  three  days  present  objection  to  any  person  or  per- 
sons under  consideration.  When  such  third  arbitrator 
shall  have  been  appointed  a majority  of  the  board  of 
arbitration  shall  have  power  to  decide  the  questions  sub- 
mitted to  it,  and  in  so  doing  may  consider  any  facts  what- 
soever deemed  by  them  to  be  pertinent.  The  decision  of 
a majority  of  the  board  of  arbitration  shall  be  final.  Any 
vacancy  in  the  board  of  arbitration  shall  be  filled  in  the 
manner  of  the  original  appointment  of  the  arbitrator 
whose  place  shall  have  become  vacant.  Whenever  the 
appointment  of  a board  of  arbitration  has  been  made  as 
hereinbefore  provided,  the  questions  submitted  for  de- 
cision shall  be  decided  within  thirty  days  from  the  date 
of  the  appointment  of  the  third  arbitrator  unless  the 
board  of  arbitration  unanimously  agrees  to  an  extension, 
and  should  said  questions  not  be  determined  within  said 
thirty  days,  and  no  such  extensions  of  time  be  made,  then 
either  party  may  apply  to  the  person  who  is  senior  Judge 
of  the  District  Court  aforesaid  for  the  removal  of  the 
third  arbitrator,  and  the  appointment  of  a third  arbitra- 
tor in  the  place  of  the  one  removed,  and  such  third  arbi- 
trator shall  be  appointed  as  hereinbefore  provided  for 
the  original  appointment  of  such  third  arbitrator.  In 
the  event  of  the  disqualification  or  refusal  to  act  of  the 
person  who  is  Judge  of  the  District  Court  of  the  United 
States  for  the  Southern  District  of  New  York  senior  in 
service,  as  hereinbefore  provided,  any  person  who  is 
Judge  of  the  District  Court  of  the  United  States  for  said 
District  shall  on  request  as  hereinbefore  provided  have 


157 


Article  II. 


power  to  appoint  or  remove  and  appoint  such  third  arbi- 
trator as  is  hereinbefore  provided. 

After  the  filing  of  any  such  notice  of  dissent  the  Mort-  Bonds  certi- 
gagor  may  deposit  with  the  Trustee,  or  at  its  election  !!ep0sit°of 
with  the  trustee  under  the  First  Mortgage,  if  then  un-  deficiency 

• • • in.  cash 

discharged,  to  be  held  and  applied  (but  without 
any  duty  on  the  part  of  the  Trustee  to  see  to 
such  application)  as  provided  in  paragraph  D of 
Section  3 of  Article  II  thereof  (if  such  notice  is 
filed  by  the  Mortgagor)  the  amount  of  the  de- 
ficiency named  by  the  independent  engineer  as  provided 
in  paragraph  ( D ) of  Section  18  hereof,  but  (if  any 
such  notice  is  filed  by  the  Trustee  or  by  the  holders 
of  fifteen  per  cent.  (15%)  in  principal  amount  of  the 
bonds  outstanding),  then  the  Mortgagor  may  deposit  the 
difference  between  the  amount  expended  by  the  Mort- 
gagor as  shown  by  the  certificate  of  said  independent  en- 
gineer and  the  amount  named  in  the  notice  of  dissent 
which,  in  the  opinion  of  the  Trustee  or  of  said  bond- 
holders, as  the  case  may  be,  should  have  been  expended 
by  the  Mortgagor,  and  the  instalment  of  bonds  applied 
for  shall  be  certified  and  delivered  notwithstanding  the 
filing  of  such  notice;  but  unless  such  deposit  is  made 
with  the  Trustee,  or  with  the  trustee  under  the  First 
Mortgage,  or  unless  such  arbitration  shall  be  aban- 
doned by  mutual  agreement  of  the  Mortgagor  and  the 
Trustee  and/or  the  dissenting  bondholders,  as  the  case 
may  be,  no  bonds  shall  be  certified  and  delivered  by 
the  Trustee  until  the  conclusion  of  such  arbitration.  All 
moneys  so  deposited  with  the  Trustee  shall  be  held  by 
it  as  part  of  the  mortgaged  and  pledged  property  until 
the  conclusion  of  such  arbitration  and  thereupon  such 
part  thereof  as  may  be  required  to  comply  with  the  de- 
termination of  the  board  of  arbitration  shall  be  disposed 
of  by  the  Trustee  as  provided  in  paragraph  ( D ) of  Sec- 
tion 18  hereof,  and  the  balance  thereof,  if  any, 
shall  be  paid  to  or  upon  the  order  of  the  Mortgagor.  All 


Articles  II  and  III. 


158 


of  the  expenses  of  such  arbitration  shall  be  paid  by  the 
Mortgagor. 

Certain  Section  28.  If  the  Mortgagor  shall  acquire  a water 

rights  not  top0wer  site  or  sites  or  plant  or  plants  on  the  Tallapoosa 

be  deemed  * . A. 

liens,  etc.  River,  subject  to  rights  m others  to  take  or  receive  a 
part  (but  not  all)  of  the  power  ultimately  to  be  developed 
at  such  site  or  sites  or  plant  or  plants  or  shall  grant  such 
rights  as  are  provided  for  in  paragraph  (6)  of  Section 
54  hereof,  or  if  the  Mortgagor  shall  acquire  property  sub- 
ject to  rights  vested  in  the  United  States  pursuant  to  any 
law,  franchise  or  permit  under  which  the  Mortgagor  is 
authorized  to  occupy  or  interfere  with  navigable  waters, 
or  shall  grant  such  rights  as  are  provided  for  in  para- 
graph (5)  of  said  Section  54,  or  if  the  Mortgagor 
shall  have  or  acquire  any  property  maintained  or  oper- 
ated under  or  in  connection  with  any  license  or  fran- 
chise which  reserves  or  vests  in  any  public  authority 
the  right  to  purchase  such  property,  such  rights  shall 
not  for  any  of  the  purposes  of  this  indenture  be  deemed 
liens,  charges  or  incumbrances  prior  to  the  lien  of  this 
indenture. 

ARTICLE  III. 

Development  of  Water  Power  Sites. 

Conditions  Whereas  it  is  contemplated  that  from  time  to  time 
mcnteVel°P  water  power  plants  and  properties  will  be  constructed  on 
one  or  more  sites  now  or  hereafter  owned  by  the  Mort- 
gagor or  its  subsidiary  companies  on  the  Coosa  River, 
Tallapoosa  River,  Tennessee  River,  Little  River,  Town 
Creek  and  SaUty  Creek  or  other  rivers,  and  their  tribu- 
taries, and  in  connection  with  such  construction  the  Mort- 
gagor and  its  subsidiary  companies  may  from  time  to 
time  desire  to  borrow  sums  of  money; 

Now,  therefore,  with  respect  to  the  construction  of  all 
such  water  power  plants  and  properties  which  the  Mort- 
gagor or  a subsidiary  company  may  hereafter  construct, 
it  is  agreed  as  follows: 


159 


Article  III. 


Section  29.  The  Mortgagor  or  a subsidiary  company,  Construction 
as  the  case  may  be,  owning  any  of  the  water  power  sites bonds’ 
above  mentioned,  for  the  purpose  of  construction  (in- 
cluding the  acquisition  of  additional  property  necessary 
or  desirable,  in  the  opinion  of  the  board  of  directors  of 
the  Mortgagor,  for  the  proper  construction  or  develop- 
ment of  plants  and  properties  upon  any  such  sites),  may 
from  time  to  time  issue  bonds  (hereinafter  sometimes 
called  construction  bonds),  bearing  interest  at  a rate  not 
exceeding  seven  per  cent.  (7%)  per  annum  and  for  an 
amount  of  principal  such  that  the  Mortgagor  or  the  sub- 
sidiary company,  as  the  case  may  be,  will  not  be  required 
to  pay  on  account  of  the  principal  and  interest  of  such 
bonds  at  their  maturity  more  than  the  actual  cash  cost 
to  the  Mortgagor  or  to  such  subsidiary  company,  as 
the  case  may  be,  of  the  completed  hydro-electric  plant 
and  properties  to  be  constructed  (including  all  prop- 
erty comprised  therein,  but  excluding  the  transmission 
or  distributing  lines  or  sub-stations  appertaining  there- 
to) plus  seven  per  cent.  (7%)  per  annum  on  such  cash 
cost  from  the  date  of  such  bonds  until  their  maturity; 
said  construction  bonds  to  mature  at  not  exceeding  five 
(5)  years  from  the  date  thereof,  and  to  be  secured  by 
a mortgage  on  such  plant  and  properties ; provided  that 
the  Mortgagor  may  renew  or  extend  any  such  construc- 
tion bonds  issued  by  it  for  a further  period  not  to  ex- 
ceed five  (5)  years  from  the  date  of  their  maturity  or 
for  the  purpose  of  paying  or  discharging  such  construc- 
tion bonds  or  any  of  them  it  may  issue  new  bonds  se- 
cured by  a mortgage  on  such  plant  and  properties  for  an 
aggregate  principal  amount  not  exceeding  the  principal 
amount  of  such  construction  bonds  to  be  paid  or  dis- 
charged, bearing  a rate  of  interest  not  exceeding  that 
borne  by,  and  maturing  not  later  than  five  (5)  years 
after  the  date  of  the  maturity  of,  such  construction  bonds. 

The  lien  of  this  indenture,  if  a lien  on  such  plant  and  of  ia- 
properties,  shall  be,  without  any  consent  in  such  respect  ordinated. 


Article  III. 


160 


Limitations  by  the  Trustee,  ipso  facto  displaced  as  a prior  mortgage 
of°nconstruc- thereon  and  made  subordinate  and  junior  to  the  lien  of 
tion  bonds.  any  such  mortgage. 

The  issue  of  such  construction  bonds  is  subject  to  the 
following  limitations : 


Aggregate 
amount  of 
construction 
bonds. 


Number  of 
plants 
against 
which  con- 
struction 
bonds  may 
be  issued  at 
any  one 
time. 

Lease  of 
subsidiary 
company ’s 
plant. 


(a)  The  aggregate  principal  amount  of  con- 
struction bonds  of  the  Mortgagor  and  of  its  sub- 
sidiary companies  outstanding  at  any  one  time 
shall  not  exceed  ten  million  dollars  ($10,000,000) ; 

( b ) Not  exceeding  two  of  any  such  water  power 
plants  and  properties  while  in  process  of  con 
struction  shall  be  subject  at  any  one  time  to  the 
lien  of  any  mortgage  or  mortgages  securing  con- 
struction bonds  or  bonds  issued  to  pay  or  dis- 
charge such  construction  bonds ; and 

( c ) in  the  case  of  construction  by  any  subsidiary 
company  the  Mortgagor  will,  prior  to  the  issue  of 
any  construction  bonds  by  such  subsidiary  com- 
pany, cause  it  to  enter  into  a lease  with  the  Mort- 
gagor of  all  the  water  power  plant  and 
properties  covered  by  the  mortgage  secur- 
ing such  construction  bonds,  to  the  end  that 
the  entire  output  and  capacity  of  such  water 
power  plant  and  properties  may  be  utilized  by 
the  Mortgagor  for  a term  commencing  on  the  date 
that  such  plant  and  properties  shall  have  been 
placed  in  actual  commercial  operation  and  expir- 
ing not  earlier  that  the  date  of  the  maturity  of 
the  construction  bonds  to  be  issued,  at  an  annual 
rental  not  exceeding  seven  per  cent.  (7%)  per 
annum  on  the  principal  amount  of  the  construc- 
tion bonds  to  be  issued.  Said  lease  and  each 
mortgage  securing  such  construction  bonds  or 
bonds  issued  to  pay  or  discharge  such  con- 
struction bonds  shall  provide  in  terms  that 
such  mortgage  is  and  shall  be  in  all  respects 


161 


Article  III. 


subordinate  and  junior  to  the  rights  of  the 
Mortgagor  under  said  lease,  and  the  mort- 
gage securing  such  construction  bonds  shall  also 
provide  in  substance  that  if  at  the  expiration  of 
the  term  of  said  lease  said  mortgage  shall  not  have 
been  discharged,  or  if  a new  mortgage  shall  be 
made  to  secure  bonds  issued  for  the  purpose  of 
paying  or  discharging  such  construction  bonds, 
then  the  term  of  said  lease  may,  at  the  option  of 
the  Mortgagor,  be  renewed  or  extended  for  a term 
not  exceeding  five  (5)  years,  at  an  annual  rental 
not  exceeding  eight  per  cent.  ( 8 %)  of  the  aggre- 
gate amount  of  such  construction  bonds  paid  or 
discharged,  or  (if  renewed  or  extended)  outstand- 
ing at  the  time  of  such  renewal  or  extension  and 
thereafter  to  be  issued. 

To  the  end  that  all  the  water  power  plants  and  prop- Plants  con- 
erties  so  constructed  by  subsidiary  companies  shall  be®^8j^  by 
included  in  the  mortgaged  property  the  Mortgagor  cov-  companies 
enants,  that  from  time  to  time  whenever  it  shall  be  practic-jecte<i  to  in- 
able,  in  the  opinion  of  its  board  of  directors,  it  will  acquire 
such  plants  and  properties  after  their  completion  and  etc. 
will  subject  them  to  the  lien  of  this  indenture  as  a prior 
mortgage  thereon  (subject  to  the  lien  of  the  First  Mort- 
gage, if  then  undischarged,  and  subject  to  the  provisions 
of  Section  20  hereof),  provided  that,  if  at  the 
maturity  of  any  construction  bonds  the  Mortgagor 
shall  not  have  acquired  the  plant  and  properties 
covered  by  the  mortgage  securing  said  construc- 
tion bonds,  as  aforesaid,  the  Mortgagor  may  cause  Construction 
such  subsidiary  company  to  extend  or  renew  such  con- be"  extended, 
struction  bonds  for  a further  period  not  exceeding  fiveetc> 

(5)  years  from  the  date  of  the  maturity  thereof,  or  for 
the  purpose  of  paying  or  discharging  such  construction 
bonds  or  any  of  them  the  Mortgagor  may  cause  such  sub- 
sidiary company  to  issue  new  bonds  secured  by  a mort- 


Article  III. 


162 


Lease  to  be 
extended. 


Lease 

pledged. 


gage  on  such  plant  and  properties  for  an  aggregate  prin- 
cipal amount  notj  exceeding  the  principal  amount  of  such 
construction  bonds  to  be  paid  or  discharged,  bearing  a 
rate  of  interest  not  exceeding  that  borne  by,  and  ma- 
turing not  later  than  five  (5)  years  after  the  date  of  the 
maturity  of,  such  construction  bonds ; provided  that 
in  any  such  case  the  aforesaid  lease  to  the  Mortgagor 
covering  said  plant  and  properties  shall  be  renewed  or 
extended  for  a term  expiring  not  earlier  than  the  date 
of  the  maturity  of  such  construction  bonds  as  extended  or 
renewed,  or  of  such  new  bonds,  at  an  annual  rental  not 
exceeding  eight  per  cent.  (8%)  of  the  aggregate  amount 
of  such  construction  bonds  paid  or  discharged,  or  (if  re- 
newed or  extended)  outstanding  at  the  time  of  such  re- 
newal or  extension  and  thereafter  to  be  issued  under  the 
mortgage  securing  the  same. 

Every  such  lease  made  by  a subsidiary  company  to  the 
Mortgagor  shall  by  the  latter  forthwith  be  assigned  and 
delivered,  subject  to  the  provisions  of  the  First  Mort- 
gage, if  then  undischarged,  to  the  Trustee  and  pledged 
hereunder  as  part  of  the  mortgaged  and  pledged  property. 
The  Trustee  is  hereby  authorized  to  accept  any  such 
lease  and  shall  surrender  the  same  upon  the  request  of 
the  Mortgagor  upon  the  termination  thereof  whether  by 
expiration  of  the  original  term  or  the  renewed  or  extended 
term,  or  prior  to  such  termination  upon  the  production 
to  the  Trustee  of  a satisfaction  piece  of  the  mortgage 
securing  such  construction  or  new  bonds  or  other  evi- 
dence satisfactory  to  the  Trustee  as  to  the  discharge  of 
such  mortgage. 


v>€  6 convejf'd  Section  30.  The  Mortgagor  may  from  time  to  time  con- 
to  subsidiary  Vey  and  transfer  to  a subsidiary  company  one  or  more 
companies.  ^ undeveloped  and  unimproved  water  power  sites 
(including  any  property  now  or  hereafter  owned  by  it, 
necessary  or  desirable,  in  the  opinion  of  the  board  of 
directors  of  the  Mortgagor,  for  the  proper  construction 


163 


Article  III. 


or  development  of  plants  and  properties  upon  any  such 
sites)  free  and  clear  from  the  lien  hereof  and  for 
such  consideration  as  it  may  see  fit  without  any  con- 
sent of  or  accountability  to  the  Trustee  in  such  respect, 
in  which  event  the  subsidiary  company  acquiring  such 
site  or  sites  may  cause  the  water  power  plant  and  prop- 
erties in  respect  thereof  to  be  constructed  by  means  of 
construction  bonds  as  above  provided  in  Section  29 
hereof  upon  the  terms  therein  stated  with  respect 
to  construction  by  a subsidiary  company. 

Section  31.  The  Mortgagor  or  a subsidiary  company  sites  on 
owning  any  water  power  site  or  sites  upon  the  Tennessee 
River  may  convey  all  or  any  part  thereof  (including  any  be  conveyed 
property  now  or  hereafter  owned  by  it,  necessary  or  de-ernment. 1 
sirable,  in  the  opinion  of  the  board  of  directors  of  the 
Mortgagor,  for  the  proper  construction  or  development 
of  plants  and  properties  upon  any  such  sites)  to  the 
United  States  Government,  or  to  a third  person  if  re- 
quired by  such  Government,  free  and  clear  from  the  lien 
of  this  indenture,  if  a lien  thereon,  and  for  such  consid- 
eration as  it  may  see  fit  and  without  the  consent  of  or 
accountability  to  the  Trustee  in  such  respect;  provided 
that  whether  or  not  all  or  any  part  of  such  site  or  sites 
is  so  conveyed  the  Mortgagor  or  such  subsidiary  com- 
pany may  for  the  purpose  of  constructing  or  develop- 
ing plants  or  properties  thereon  or  in  connection 
therewith,  free  from  the  lien  of,  and  irrespective  of 
the  restrictions  contained  in,  this  indenture,  issue  such 
bonds  or  other  securities  to  such  amounts,  on  such 
terms,  and  secured  by  such  mortgages  or  other  liens 

thereon  as  in  its  discretion  it  may  see  fit;  provided,  Procedure 
• • • in  case  of 

further,  that  in  event  of  the  subsequent  acquisition  by  the  subsequent 
Mortgagor  of  all  or  any  part  of  the  water  power  plants  acquisltl0n- 
and  properties  constructed  in  respect  of  such  site  or 
sites,  in  such  manner  that  under  the  provisions  of  Sec- 
tion 3 of  Article  II  of  the  First  Mortgage  or,  if  then  dis- 


Article  III. 


164 


charged,  under  the  provisions  of  Section  18  hereof, 
bonds  may,  in  the  opinion  of  counsel  (who  may 
be  of  counsel  to  the  Mortgagor)  selected  by  the 
board  of  directors  of  the  Mortgagor  and  approved  by  the 
Trustee,  be  certified  and  delivered  on  account  of  such 
acquisition,  the  Mortgagor  covenants  that  whenever 
practicable,  in  the  opinion  of  its  board  of  directors,  it 
will  cause  the  same  to  be  subjected  to  the  lien  of  this  in- 
denture, subject  only  to  the  lien  of  the  First  Mortgage,  if 
then  undischarged  (and  to  liens  of  the  character  men- 
tioned in  Section  5 of  Article  II  of  the  First  Mortgage, 
and  in  Section  20  hereof),  or  in  event  of  like  acquisition 
by  a subsidiary  company  of  any  such  plants  and  proper- 
ties or  part  thereof,  the  Mortgagor  covenants  that  when- 
ever practicable,  in  the  opinion  of  its  board  of  directors, 
it  will  acquire  the  same  from  such  subsidiary  company  in 
such  manner  that  the  same  shall  be  subjected  to  the  lien 
of  this  indenture  subject  only  to  the  liens  above  men- 
tioned; and  provided  further,  that  in  event  of  such  ac- 
quisition by  a corporation  a majority  of  whose  stock  is 
owned  by  the  Mortgagor,  the  Mortgagor  will,  subject  to 
the  provisions  of  the  First  Mortgage,  cause  all  of  the 
shares  of  stock  of  such  corporation  owned  by  it,  other  than 
directors’  qualifying  shares,  to  be  deposited  and  pledged 
when  bonds  with  the  Trustee  as  part  of  the  mortgaged  and  pledged 
issuedbe  property.  It  is  agreed,  however,  that  if  the  Mortgagor 
against  or  such  subsidiary  company  or  other  corporation  a ma- 
piants  aeWerjoritv  of  whose  stock  is  owned  by  the  Mortgagor  shall 
^ ^om  subsequently  acquire  from  the  United  States  Govern- 
ment or  such  third  person  such  water  power  plant  or 
properties  or  any  part  thereof  or  interest  therein  in 
such  manner  that  under  the  provisions  of  said  Section  3 
of  Article  II  of  the  First  Mortgage  or,  if  then  discharged, 
under  the  provisions  of  Section  18  hereof,  bonds 
may  not,  in  the  opinion  of  counsel  (who  may  be 
of  counsel  to  the  Mortgagor)  selected  by  the  board 
of  directors  of  the  Mortgagor  and  approved  by  the 


165 


Articles  III  and  IV. 


Trustee,  be  certified  and  delivered  on  account  of  the 
acquisition  of  the  plant,  properties,  part  or  interest  so 
acquired,  then  the  Mortgagor  or  such  subsidiary  com- 
pany or  other  corporation  may  mortgage  or  otherwise 
deal  with  the  site,  plant,  properties,  part  or  interest  so 
acquired  free  from  the  lien  of,  and  irrespective  of  the 
restrictions  contained  in,  this  indenture. 

Copies  of  all  the  opinions  provided  for  in  this  Section 
31  shall  be  filed  with  the  Trustee  simultaneously  with  or 
prior  to  any  action  taken  in  respect  thereof. 

ARTICLE  IV. 

Particular  Covenants  of  Mortgagor. 

The  Mortgagor  hereby  covenants  as  follows: 

Section  32.  That  it  is  lawfully  seized  and  possessed  of  Seizin  and 
all  the  aforesaid  mortgaged  and  pledged  property,  and,ltle‘ 
that  it  has  good  right  and  lawful  authority  to  mortgage 
and  pledge  the  same,  as  provided  in  and  by  this  inden- 
ture. 

Section  33.  That  it  will  pay  the  principal  of  and  inter- To  pay  prin- 
est  on  all  the  bonds  outstanding  hereunder,  according  to  forest 
the  terms  thereof.  As  the  coupons  annexed  to  said  bonds 
are  paid  they  shall  be  cancelled.  Coupons  shall  not  be 
kept  alive  after  maturity  by  extension  thereof  nor  by  the 
purchase  thereof,  by  or  on  behalf  of  the  Mortgagor.  No 
coupon  belonging  to  any  bond  outstanding  hereunder  transferred 
which  in  any  way  at  or  after  maturity  shall  have  been®^®**^®'1 
transferred  or  pledged,  separate  or  apart  from  the  bond  after  matur- 
to  which  it  relates,  or  which  shall  in  any  manner  have  o^iinated. 
been  so  kept  alive  after  maturity,  shall  be  entitled,  in  case 
of  a default  hereunder,  to  any  benefit  of  or  from  this  in- 
denture, except  after  the  prior  payment  in  full  of  the 
principal  of  the  bonds  outstanding  hereunder,  and  of  all 
coupons  and  interest  obligations  not  so  transferred, 
pledged,  kept  alive  or  extended. 


Article  IV. 


166 


To  keep  an  Section  34.  That  it  will  keep  an  office  or  agency  in 
agency  in  the  Borough  of  Manhattan  in  the  City  of  New  York, 
York  °f  Ncwand  at  such  other  place  or  places,  if  any,  as  shall  be 
designated  in  any  bonds  as  the  place  of  the  payment 
thereof,  where  notices,  presentations  and  demands  to  or 
upon  the  Mortgagor  in  respect  of  said  bonds  or  their 
coupons  or  this  indenture  may  be  given  or  made,  and 
for  the  payment  of  the  principal  thereof  and  interest 
thereon,  and  will  keep  at  said  offices  or  agencies  books 
for  the  registration  and  transfer  of  bonds  issued  here- 
under, which  books,  at  all  reasonable  times,  shall  be  open 
for  inspection  by  the  Trustee.  The  Mortgagor  will  from 
time  to  time  give  the  Trustee  written  notice  of  the  loca- 
tion of  such  offices  or  agencies,  and  in  case  the  Mortgagor 
shall  fail  to  maintain  such  offices  or  agencies  or  to  give  the 
Trustee  written  notice  of  the  location  thereof,  any  such 
notice,  presentation  or  demand  in  respect  of  said  bonds 
or  coupons  or  this  indenture  may  be  given  or  made,  un- 
less other  provision  is  expressly  made  herein,  to  or  upon 
the  Trustee  at  its  said  office  in  the  City  of  New  York,  and 
the  Mortgagor  hereby  authorizes  such  presentation  and 
demand  to  be  made  to  and  such  notice  to  be  served  on  the 
Trustee  in  such  event. 

To^pay  taxes  Section  35.  That  it  will  pay  all  taxes  and  assessments 
charge  liens. lawfully  levied  or  assessed  upon  the  mortgaged  and 
pledged  property,  or  upon  any  part  thereof  or  upon 
any  income  therefrom,  or  upon  the  interest  of  the  Trus- 
tee in  the  mortgaged  and  pledged  property  when  the 
same  shall  become  due,  and  will  duly  observe  and  con- 
form to  all  valid  requirements  of  any  governmental  au- 
thority relative  to  any  of  the  mortgaged  and  pledged 
property,  and  all  covenants,  terms  and  conditions  upon 
or  under  which  any  of  the  mortgaged  and  pledged  prop- 
erty is  held  ; that  it  will  not  suffer  any  lien  to  be  hereafter 
created  upon  any  part  of  the  mortgaged  property,  here- 
after acquired  and  made  the  basis  of  the  certification  and 


167 


Article  IV. 


delivery  of  bonds  hereunder,  or  the  income  therefrom, 
prior  to  the  lien  of  these  presents,  except  the  First  Mort- 
gage and  as  herein  expressly  provided,  and  with- 
in three  months  after  the  accruing  of  any  law- 
ful claims  or  demands  for  labor,  material,  sup- 
plies or  other  objects,  which  if  unpaid  might  by 
law  be  given  precedence  over  this  indenture  as  a lien 
or  charge  upon  the  mortgaged  property  or  the  income 
thereof,  it  will  pay  or  cause  to  be  discharged  or  make 
adequate  provision  to  satisfy  or  discharge  the  same ; 
provided,  however,  that  nothing  in  this  Section  35  con- 
tained shall  require  the  Mortgagor  to  observe  or  con- 
form to  any  requirement  of  governmental  authority  or 
to  acquire,  or  cause  to  be  paid  or  discharged,  or  make 
provision  for,  any  such  prior  lien  or  charge,  so  long  as 
the  validity  thereof  shall  be  contested  in  good  faith 
and  by  appropriate  legal  proceedings,  and  provided  that 
such  security  for  the  payment  of  such  prior  lien  or 
charge  shall  be  given  as  the  Trustee  may  require;  and 
that,  save  as  aforesaid,  it  will  not  suffer  any  matter 
or  thing  whereby  the  lien  hereof  might  or  could  be  im- 
paired. 

Section  36.  That  it  will  keep  all  the  mortgaged  prop- To  keep 
erty  which  is  not  fireproof  and  is  of  a character  usually  Fg°uprgrdt;v 
insured  by  companies  similarly  situated,  insured  against 
loss  or  damage  by  fire,  to  a reasonable  amount,  by  repu- 
table insurance  companies,  any  loss  to  the  extent  of  ten 
thousand  dollars  ($10,000)  or  more  to  be  made  payable  to 
the  Trustee  as  its  interest  may  appear,  and  if  so  re- 
quested in  writing  by  the  Trustee,  it  will,  subject  to  the 
provisions  of  any  prior  mortgage,  cause  policies  for  such 
insurance  to  be  delivered  to  the  Trustee. 

All  moneys  received  by  the  Trustee  as  proceeds  of  any  Disposition 
insurance  against  loss  or  damage  by  fire  shall  be  held  byof  insurance 
the  Trustee  and  shall,  subject  to  the  provisions  of  any"1"'"'" 
prior  mortgage,  be  turned  over  by  it  to  the  Mortgagor 


Article  IV. 


168 


at  any  time  within  eighteen  months  thereafter 
either  (1)  to  reimburse  the  Mortgagor  for  an  equal 
amount  spent  in  rebuilding  or  renewal  of  the  prop- 
erty destroyed  or  damaged,  upon  receipt  by  the  Trustee 
of  certificates  signed  and  verified  by  the  President  or  a 
Vice-President  and  by  an  engineer  of  the  Mortgagor 
stating  the  amount  so  expended;  or  (2)  to  reimburse  the 
Mortgagor  for  the  acquisition  or  construction  of  addi- 
tional plants  or  properties  or  for  permanent  improve- 
ments, extensions  or  additions  to  or  about  its  plants  or 
properties  of  the  character  which  could  be  made  the  basis 
of  the  issue  of  bonds  under  Sections  18,  21  or  22,  in 
the  same  manner  and  subject  to  the  same  restrictions  and 
conditions  as  are  required  by  Section  46  hereof  with 
respect  to  moneys  paid  into  the  improvement  and  sink- 
ing fund  therein  provided  for. 

Any  such  money  not  so  applied  within  eighteen  months 
after  its  receipt  by  the  Trustee,  or  in  respect  of  which 
notice  in  writing  of  intention  to  apply  the  same  to  the 
work  of  rebuilding  or  renewal  then  in  progress  and  un- 
completed shall  not  have  been  given  to  the  Trustee  by  the 
Mortgagor  within  such  eighteen  months,  or  which  the 
Mortgagor  shall  at  any  time  notify  the  Trustee  is  not  to 
be  so  applied,  shall,  subject  to  the  provisions  of  any  prior 
mortgage,  be  added  to  and  become  a part  of  the  im- 
provement and  sinking  fund  hereinafter  provided  for. 
The  payment  shall  be  in  addition  to  and  not  in  sub- 
stitution of  any  other  payments  required  by  any  other 
provisions  of  this  indenture  to  be  made  into  the  improve- 
ment and  sinking  fund;  and  such  moneys,  when  added 
to  the  improvement  and  sinking  fund,  must  be  used  for 
the  purchase  and  retirement  of  bonds  in  the  manner  pro- 
vided in  Section  47  hereof,  and  may  not  be  used  to  re- 
imburse the  Mortgagor  for  expenditures  under  the  provi- 
sions of  Section  46  hereof. 

Section  37.  That  it  will  at  all  times  maintain,  pre- 


169 


Article  IV. 


serve  and  keep  the  mortgaged  property  and  every  part  p°opkJj®P  in 
thereof  with  the  appurtenances  and  every  part  and  parcel  repair, 
thereof,  in  thorough  repair,  working  order  and  condi-™^®^6' 
tion,  and  from  time  to  time  make  all  needful  and  proper  provide  for 
repairs  and  renewals,  so  that  at  all  times  the  value  of  tion,  main- 
the  security  for  the  bonds  issued  hereunder  and  the  ^i^s^etc 
efficiency  of  the  plants  and  properties  of  the  Mort- 
gagor shall  be  fully  preserved  and  maintained;  that  the 
amounts  appropriated  and/or  expended  by  it  for  repairs, 
renewals,  reconstruction  and/or  depreciation  shall  not 
be  less  than  the  amounts  required  by  any  governmental 
authority,  having  jurisdiction  in  the  premises,  to  be 
so  set  apart  or  expended;  that  it  will  at  all  times 
maintain  its  corporate  existence  and  right  to  carry  on 
business,  and  duly  procure  all  renewals  and  extensions 
thereof,  and,  subject  to  the  provisions  hereof,  will  dili- 
gently preserve  all  the  rights,  powers,  privileges,  fran- 
chises and  good  will  owned  by  it;  and  that  it  will  not  go 
into  voluntary  bankruptcy  or  insolvency,  or  apply  for  the 
appointment  of  a receiver  of  itself  or  of  any  of  its  subsid- 
iary companies  or  of  its  or  their  property,  or  suffer  any 
order  for  the  appointment  of  a receiver  of  itself  or  of  any 
such  subsidiary  companies  or  of  its  or  their  property  to 
be  made  and  remain  unvacated  for  a period  of  ninety 
(90)  days. 

Section  38.  That  if  it  shall  fail  to  perform  any  of  the  Authority 
covenants  contained  in  Sections  35,  36  or  37  hereof,^  mak^ad- 
the  Trustee  may  make  advances  to  perform  the  samevances- 
in  its  behalf,  but  shall  be  under  no  obligation  so  to  do ; 
and  all  sums  so  advanced  shall  be  at  once  repayable  by 
the  Mortgagor,  and  shall  bear  interest  at  six  per  cent. 

(6%)  per  annum  until  paid,  and  shall  be  secured  hereby, 
having  the  benefit  of  the  lien  hereby  created  in  priority 
to  the  indebtedness  evidenced  by  said  bonds  and  cou- 
pons ; but  no  such  advance  shall  be  deemed  to  relieve  the 
Mortgagor  from  any  default  hereunder. 


Article  IV. 


170 


To  record 
and  file 
mortgage. 


To  execute 
instrument 
of  further 
assurance. 


To  furnish 
statements, 
permit  in- 
spection, 
etc. 


Section  39.  That  it  will  cause  this  indenture  and  all 
indentures  and  instruments  supplemental  hereto  to  be 
kept  recorded  and  filed  as  mortgages,  both  of  real  estate 
and  of  personal  property,  in  such  manner  and  in  such 
places  as  may  be  required  by  law  in  order  fully  to  pre- 
serve and  protect  the  security  of  the  bondholders  and 
all  rights  of  the  Trustee. 

Section  40.  That  it  will  execute  and  deliver  such  fur- 
ther instruments  and  do  such  further  acts  as  may  be 
necessary  or  proper  to  carry  out  more  effectually  the 
purposes  of  this  indenture,  and  to  make  subject  to  the 
lien  hereof  any  property  hereafter  acquired,  and  to  trans- 
fer to  any  new  trustee  or  trustees  the  estate,  powers,  in- 
struments or  funds  held  in  trust  hereunder. 

Section  41.  That  it  will  at  any  and  all  times,  upon  the 
written  request  of  the  Trustee,  furnish  it  with  a schedule 
showing,  with  reasonable  detail,  the  items  of  property 
covered  by  the  lien  hereof,  or  intended  so  to  be,  and  that 
it  will,  upon  like  request,  furnish  to  the  Trustee  a state- 
ment, in  writing,  showing  accurately  the  financial  condi- 
tion of  the  Mortgagor  and  of  its  subsidiary  companies,  in- 
cluding in  such  statement  an  account  in  full  detail  of  the 
property,  assets  and  liabilities  of  the  Mortgagor  and  of 
its  subsidiary  companies,  and  an  exhibit  of  the  earnings 
and  operating  expenses  given  month  by  month  for  and 
during  a period  of  at  least  a year  prior  to  the  time  of 
such  request.  The  Mortgagor  will  also  at  any  and  all 
times,  until  all  the  bonds  issued  hereunder  shall  have 
been  fully  paid,  permit  the  Trustee,  by  its  duly  author- 
ized agents,  fully  to  inspect  all  the  books  of  account  of 
the  Mortgagor  and  its  subsidiary  companies,  together 
with  all  its  reports,  memoranda  or  other  papers  bear- 
ing upon  the  schedules,  statements  and/or  exhibits  so 
required,  and  to  take  such  extracts  therefrom  as  may  be 
desired.  But  the  Trustee  shall  be  under  no  obligation 
to  require  any  such  schedule,  statement  or  exhibit  or  to 


171 


Article  IV. 


make  any  such  inspection  unless  requested  to  do  so  in 
writing  by  the  holders  of  fifteen  per  cent.  (15%)  in  prin- 
cipal amount  of  the  outstanding  bonds. 

That  if  any  period  of  two  years  shall  elapse  duringTo  furnish 
which  the  Mortgagor  shall  not  have  applied  for  the™f^e0rns 
certification  and  delivery  of  bonds  or  the  with-certifieate- 
drawal  of  money  under  any  of  the  provisions  here- 
of (other  than  the  certification  and  delivery  of  bonds  as 
provided  in  Sections  23  and  24  hereof)  it  will  within 
twenty  (20)  days  thereafter  (1)  furnish  to  the  Trustee 
evidence  satisfactory  to  it  of  the  delivery  to  the  Trustee 
under  the  First  Mortgage  within  said  period  of  two  years 
of  a certificate  of  the  character  and  having  the  contents 
described  in  paragraph  ( D ) of  Section  3 of  Article  II 
thereof  and  of  making  the  deposit,  if  any,  required  by 
said  paragraph,  or  (2)  deliver  to  the  Trustee  a certi- 
ficate of  the  character  and  having  the  contents  described 
in  paragraph  ( D ) of  Section  18  hereof  covering  the 
period  beginning  as  provided  in  said  paragraph  (D) 
and  ending  at  the  expiration  of  said  two  years,  and  de- 
posit as  required  in  and  subject  to  all  the  provisions  of 
said  paragraph  ( D ) the  amount,  if  any,  determined  by 
the  certificate  so  filed,  subject,  however,  to  the  provisions 
of  Section  27  hereof. 

Section  42.  That  it  will  not  issue,  or  permit  to  be  is- Not  to  issue 

j j i j ii  bonds  under 

sued,  any  bonds  hereunder  in  any  manner  other  than  indenture 
in  accordance  with  the  provisions  of  this  indenture  andexceP*  in 
the  agreements  in  that  behalf  herein  contained,  and  will  with  its 
not  suffer  or  permit  any  default  to  occur  under  this  in- torm9' 
denture,  but  will  faithfully  observe  and  perform  all  the 
conditions,  covenants  and  requirements  hereof. 

Section  43.  That  it  will  not  issue  or  permit  to  be  Not  to  issue 
issued  any  bonds  under  its  First  Mortgage  except  forg^  Bonds 
the  purpose  of  the  pledge  thereof  under  this  indenture 
as  part  of  the  pledged  securities,  except  in  substitution 
for  bonds  already  certified  and  delivered  thereunder  as 


Article  IV. 


172 


therein  provided,  and  it  hereby  irrevocably  directs 
and  requests  the  trustee  under  the  First  Mortgage 
to  deliver  all  of  the  First  Mortgage  Bonds  at  any 
time  hereafter  certified  by  it,  except  as  aforesaid,  to  the 
Trustee  hereunder  and  not  otherwise;  that  it  will  pay 
or  cause  to  be  paid  at  maturity  all  the  First  Mortgage 
Bonds  at  the  time  outstanding  other  than  the  bonds 
pledged  hereunder,  and  subject  to  the  provisions  of  Sec- 
tion 62  hereof,  will  pay  or  cause  to  be  paid  the  interest 
thereon  as  it  becomes  due;  and  that  it  will  not  suffer 
or  permit  any  default  to  occur  under  the  First  Mort- 
gage, but  will  faithfully  observe  and  perform  all  of 
the  conditions,  covenants  and  requirements  thereof ; that 
it  will  pay  or  cause  to  be  paid  at  maturity  all  bonds 
secured  by  a mortgage  upon  property  which  notwith- 
standing such  mortgage  has,  under  the  provisions  of  Sec- 
tions 5 or  6 of  Article  II  of  the  First  Mortgage  or  of 
Sections  20  or  21  hereof,  been  made  the  basis  of  the  cer- 
tification and  delivery  of  First  Mortgage  Bonds  or  of 
bonds  hereunder,  as  the  case  may  be,  and  that  it  will 
not  suffer  or  permit  any  default  to  occur  under  any  such 
mortgage,  but  will  faithfully  observe  and  perform  all 
of  the  conditions,  covenants  and  requirements  thereof. 


To  pay  its 
Five  Year 
Six  Per 
Cent.  Se- 
cured Gold 
Notes  and 
First  Mort- 
gage Bonds 


Section  44.  That  it  will  pay  or  cause  to  be  paid  at 
maturity  all  of  the  Five-Year  Six  Per  Cent.  Secured  Gold 
Notes  outstanding  under  its  agreement  dated  July  2, 
1917,  with  The  New  York  Trust  Company,  as  trustee,  and 
.that  forthwith,  upon  such  payment  it  will  deposit  and 
pledge  with  the  Trustee  as  part  of  the  pledged  securities, 


all  of  its  First  Mortgage  Bonds  which  are  now  pledged 
with  the  trustee  under  said  agreement.  The  Mortgagor 


shall  thereupon  become  entitled  to  the  certification  and 
delivery  of  a like  aggregate  principal  amount  of  bonds 
hereunder  pursuant  to  the  provisions  of  Section  17  here- 


of. 


173 


Article  V. 


ARTICLE  V. 

Improvement  and  Sinking  Fund. 

Section  45.  So  long  as  the  First  Mortgage  remains  Payments 
undischarged  and  any  bonds  of  the  6%  Series  due  1951,  ^rovement 
are  outstanding,  the  Mortgagor  covenants  that  it  will  pay  sinking 
to  the  Trustee,  in  gold  coin  of  the  United  States  of 
America  of  the  standard  of  weight  and  fineness  as  it 
existed  on  June  1,  1921,  in  addition  to  the  sums  which  it 
is  required  to  pay  to  the  trustee  under  the  First  Mortgage 
in  accordance  with  the  terms  of  Article  V thereof,  on 
June  1 in  each  of  the  years  1922  to  1925,  both  inclusive,  a 
sum  equivalent  to  one-half  of  one  per  cent.  (%%),  and 
on  June  1 in  each  of  the  years  1926  to  1931,  both  in- 
clusive, a sum  equivalent  to  one  per  cent.  (1%),  and  on 
June  1 in  each  of  the  years  1932  to  1950,  both  inclu- 
sive, a sum  equivalent  to  one  and  one-half  per  cent. 

(1 1/£%),  of  the  aggregate  principal  amount  of  all  bonds 
at  the  time  outstanding  under  this  indenture  in  excess 
of  the  aggregate  principal  amount  of  First  Mortgage 
Bonds  then  pledged  hereunder,  it  being  understood  that 
bonds  for  the  redemption  of  which  money  has  been 
set  apart  by  or  deposited  with  the  Trustee  as  hereinafter 
in  this  Article  V or  Article  VI  hereof  provided,  shall  not 
be  considered  as  outstanding  for  this  purpose.  Said 
sums  of  money,  and  all  other  sums  or  obligations  which 
may  be  added  thereto  as  in  .this  indenture  provided,  in- 
cluding any  money  then  in  the  sinking  and  improvement 
fund  mentioned  in  Article  V of  the  First  Mortgage  upon 
the  discharge  thereof  (which  money  the  Mortgagor  here- 
by directs  the  trustee  thereunder  to  pay  to  the  Trustee), 
together  with  all  interest  thereon,  to  constitute  an  im- 
provement and  sinking  fund. 

Such  fund  shall  be  held  by  the  Trustee  until  applied  interest  al- 
as hereinafter  provided  in  this  Article  V,  such  interest?® 


Article  V. 


174 


being  allowed  thereon  and  added  thereto  as  said  Trus- 


ment  and 

fund. g tee  shall  allow  on  other  deposits  of  similar  character. 


Sinking 

Fund. 


Application^  Section  46.  Such  improvement  and  sinking  fund  shall 
ment  and  be  paid  out  by  the  Trustee  from  time  to  time,  whether 
before  or  after  the  maturity  or  exhaustion  of  the  au- 
thorized issue  of  First  Mortgage  Bonds  to  reimburse 
the  Mortgagor  for  expenditures  incurred  in  acquiring  or 
constructing  additional  plants  or  properties,  or  perma- 
nent improvements,  extensions  or  additions  to  or  about 
its  plants  or  properties  of  the  character  which  could  be 
made  the  basis  of  the  issue  of  bonds  under  Sections 
18,  21  and  22,  upon  receipt  by  the  Trustee  of  a re- 
quest of  the  Mortgagor  expressed  in  a copy  of  a 
resolution  certified  by  the  Secretary  or  an  Assistant  Sec- 
retary to  have  been  duly  adopted  by  its  board  of  di- 
rectors, stating  the  actual  cash  cost  to  the  Mortgagor 
of  the  additional  plants,  properties,  permanent  im- 
provements, extensions  or  additions  made  the  basis  of 
the  request,  and  such  certificates,  opinions  of  counsel  and 
instruments  as  would  be  required  under  the  provisions 
of  said  Sections  18  and  22  (excepting,  however,  the 
requirements  of  paragraph  (A),  the  portion  of  sub-para- 
graph (c)  relating  to  the  fair  value  of  property  men- 
tioned therein  and  sub-paragraphs  ( d ),  (e),  (/),  ( g ) and 
(?)  of  paragraph  ( B ),  paragraphs  ( C ) and  ( D ),  sub- 
paragraphs  ( b ) and  (c)  of  paragraph  ( F ) and  para- 
graph ( G ) of  said  Section  18)  if  the  additional  plants, 
properties,  permanent  improvements,  extensions  or  addi- 
tions were  made  the  basis  of  the  issue  of  bonds  there- 
under. 


Purchase  of 
bonds. 


Section  47.  At  any  time,  the  Trustee  may,  upon  the  re- 
quest of  the  Mortgagor,  expressed  by  resolution  of  its 
board  of  directors  certified  as  such  by  its  Secretary  or  an 
Assistant  Secretary,  apply  any  part  of  the  improve- 
ment and  sinking  fund  held  by  it  for  the  purchase  of 


175 


Article  V. 


bonds  outstanding  hereunder  by  their  terms  redeemable 
before  maturity,  at  a price  not  exceeding  the  lowest  re- 
demption price  then  current  of  any  bonds  then  out- 
standing hereunder,  and  the  accrued  interest  thereon. 

Before  making  any  such  purchase  the  Trustee  shall 
forthwith  by  notice  published  once  a week  for  four  (4) 
successive  weeks  in  one  daily  newspaper  of  general  cir- 
culation published  in  each  of  the  cities  of  Birmingham, 
Alabama,  New  York  (in  the  Borough  of  Manhattan) 
and  Boston,  Massachusetts,  advertise  for  written  pro- 
posals to  sell  to  it  bonds  then  outstanding  hereunder, 
by  their  terms  redeemable  before  maturity,  at  a price  to 
be  specified  in  such  advertisement,  which  shall  be  the 
lowest  redemption  price  then  current  of  any  bonds  then 
outstanding  hereunder,  and  the  accrued  interest  there- 
on ; and  the  Trustee,  to  the  extent  of  the  funds 
then  in  its  hands  and  requested  by  the  Mortgagor  to  be 
so  applied,  shall  purchase  the  bonds  so  offered  at  the 
lowest  price  asked  therefor,  and  reasonable  notice  shall 
be  given  by  the  Trustee  to  the  owner  or  owners  of  the 
bonds  whose  proposals  may  be  accepted.  Should  there 
be  two  or  more  proposals  at  the  same  price  aggregating 
more  than  the  amount  which  the  Trustee  has  available 
for  investment,  after  having  accepted  all  proposals  at 
the  lowest  price,  such  proposals  shall,  if  possible  under 
their  terms,  be  accepted  pro  rata,  provided,  however, 
that  no  purchase  shall  be  accepted  by  the  Trustee  at  a 
price  exceeding  the  price  so  to  be  specified  in  such  adver- 
tisement and  provided  further  that  the  Trustee  shall  have 
the  right  to  reject  any  or  all  proposals  in  whole  or  in  part, 
if  it  can  at  the  time  of  opening  said  proposals  purchase 
the  requisite  amount  of  said  bonds  or  any  part  thereof 
at  a lower  price  than  the  lowest  price  offered  by  the  said 
proposals. 

If  upon  any  such  advertisement  being  made,  no  pro- 
posals to  sell  bonds  at  or  below  the  price  specified  therein 
shall  be  made,  or  if  such  proposal  or  proposals  shall  not 


Article  V. 


176 


Delivery  of 
bonds  by 
Mortgagor 
to  Trustee 
equivalent 
to  cash  pay- 
ment. 


be  sufficient  to  exhaust  the  sums  then  in  its  hand  and  re- 
quested by  the  Mortgagor  so  to  be  applied,  and  if  the 
Trustee  shall  be  at  such  time  unable  otherwise  to  pur- 
chase the  requisite  amount  of  bonds  at  a price  not  ex- 
ceeding the  price  so  to  be  specified,  the  Trustee  shall  draw 
by  lot  a number  of  the  bonds  redeemable  at  the  price  so  to 
be  specified  in  said  advertisement  which  shall  be  suffici- 
ent to  exhaust  the  sum  in  its  hands  for  such  pur- 
pose, and  shall  give  notice  of  the  numbers  of  the  bonds 
so  drawn  for  purchase  by  the  improvement  and  sinking 
fund  upon  the  next  semi-annual  interest  date,  in  the 
manner  and  as  provided,  for  the  redemption  of  bonds 
in  Article  VI,  and  upon  the  date  so  stated  the  Trustee 
shall  purchase  the  bonds  so  drawn  for  the  account  of  the 
improvement  and  sinking  fund.  After  that  date  no  in- 
terest shall  accrue  or  be  payable  upon  any  of  the  bonds 
so  designated  for  purchase,  the  coupons  for  interest 
maturing  subsequent  to  that  date  shall  be  void,  such 
bonds  and  coupons  shall  cease  to  be  entitled  to  the  benefit 
of  the  lien  of  said  indenture  and  the  Mortgagor  shall  be 
under  no  further  liability  in  respect  thereof. 

All  funds  amounting  to  Five  thousand  dollars 
($5,000)  or  over  remaining  in  the  improvement  and  sink- 
ing fund  for  a period  of  eighteen  months,  and  which 
shall  not  have  been  made  the  subject  of  a proper  request 
by  the  Mortgagor  for  repayment  to  it  in  reimbursement 
for  additional  plants  or  properties,  or  permanent  im- 
provements, extensions  or  additions,  as  herein  provided, 
shall  be  applied  forthwith  by  the  Trustee  to  the  pur- 
chase or  redemption  of  bonds  in  the  manner  provided 
above. 

(Section  48.  The  delivery  by  the  Mortgagor  to  the 
Trustee  of  bonds  outstanding  hereunder  by  their  terms 
redeemable  before  maturity  with  their  appurtenant  un- 
matured coupons  shall  be  deemed  equivalent  to  payment 
of  cash  to  the  amount  of  principal  thereof  and  accrued 
interest. 


177 


Article  V. 


All  bonds  outstanding  hereunder  purchased  or  other  Caneeiia- 
wise  acquired  by,  or  delivered  to,  the  Trustee  for  the  bonds  ac- 
improvement  and  sinking  fund  shall  forthwith  be  can-qmred>  etc- 
celled,  and  the  Trustee  shall  note  on  its  records  and  on 
an  original  counterpart  of  this  indenture  the  fact  of 
such  cancellation,  and  thereupon  deliver  the  bonds  so 
cancelled  to  or  upon  the  order  of  the  Mortgagor. 

If  any  serial  number  shall  be  drawn  by  the  Trustee  at  Procedure 
any  aforesaid  drawing  which  is  endorsed  upon  any  regis-tered  bonds 
tered  bond  without  coupons  of  a denomination  larger  fedemp/ion 
than  $1,000,  such  registered  bond  shall  be  presented, 
properly  indorsed,  for  transfer  at  or  after  the  time  fixed 
for  the  payment  of  said  bonds  so  drawn  for  redemption 
and  such  payment  shall  be  made  upon  surrender  of  said 
bond  so  indorsed ; and  coupon  bonds  or  registered  bonds 
without  coupons  for  the  unpaid  balance,  if  any,  of  the 
principal  sum  of  the  registered  bonds  without  coupons  so 
presented  and  surrendered,  shall  be  executed  by  the  Mort- 
gagor and  certified  and  delivered  by  the  Trustee  without 
charge  therefor.  After  the  date  fixed  for  such  redemp- 
tion interest  shall  be  payable  only  on  the  portion  of  such 
registered  bond  not  so  called  for  redemption  and  only 
such  portion  shall  continue  to  be  entitled  to  the  benefit  of 
the  lien  of  this  indenture,  and  the  Mortgagor  shall  be 
under  no  further  liability  with  respect  to  the  portion 
thereof  so  called  for  redemption. 

If  the  mortgaged  property  shall  be  sold,  either  under 
the  power  of  sale  herein  provided,  or  under  decree  of  sinking 
court  in  a suitl  for  the  foreclosure  of  this  indenture,  then  f0unproCdeeda 
the  improvement  and  sinking  fund  shall  be  added  tcof  sale  in 

• • • case  of  fore 

and  dealt  with  as  if  it  were  part  of  the  proceeds  of  closure, 
such  sale. 

Mortgagor 
to  execute 

Section  49.  If  pursuant  to  Section  2 hereof  the  Mort-  supplemen- 
gagor  shall  make  provision  for  the  establishment  and upon' 
application  of  any  sinking,  amortization,  improvement  cstabiish- 
or  analogous  fund,  it  shall,  if  requested  by  the  Trustee. sinking 

fund. 


Articles  V and  VI. 


178 


Bonds  re- 
deemable. 


Procedure 
for  redemp 
tion  of 
bonds. 


execute  an  indenture  supplementary  hereto  embodying 
the  terms  and  conditions  in  respect  of  the  establish- 
ment and  application  of  such  fund. 

ARTICLE  VI. 

Redemption  of  Bonds. 

Section  50.  Such  of  the  bonds  of  any  series  issued 
hereunder  as  are,  by  their  terms,  redeemable  before 
maturity,  may,  at  the  option  of  the  Mortgagor,  be  re- 
deemed at  such  times,  in  such  amounts  and  at  such  prices 
as  may  be  specified  therein  and  in  accordance  with  the 
provisions  hereinafter  set  forth  in  this  Article  VI. 

Section  51.  In  case  of  a redemption  of  a part  only  of 
the  bonds  of  a series,  the  particular  bonds  to  be  redeemed 
shall  be  selected  by  the  Trustee  by  lot  in  such  manner  as 
it  shall  see  fit. 

Notice  of  intention  to  redeem  (including,  in  case  a part 
only  of  the  bonds  of  a series  are  to  be  redeemed,  the  num- 
bers of  such  bonds)  shall  be  given  by  the  Mortgagor 
by  publication  at  least  once  a week  for  four  successive 
weeks  immediately  preceding  said  date  fixed  for  redemp- 
tion, in  one  daily  newspaper  of  general  circulation  pub- 
lished in  each  of  the  Cities  of  Birmingham,  Alabama, 
New  York  (in  the  Borough  of  Manhattan)  and  Boston, 
Massachusetts,  and  in  each  other  city  where  any  of  the 
bonds  called  for  redemption  are  payable ; and  written  no- 
tice specifying  the  date  so  fixed  shall  be  mailed  to  the 
holders  of  registered  bonds  selected  for  redemption  at 
their  last  addresses  appearing  upon  the  registry  books 
kept  at  the  office  or  agency  of  the  Mortgagor,  not  loss 
than  thirty  days  before  such  date. 

The  Mortgagor  shall  before  the  day  fixed  for  redemp- 
tion, deposit  with  the  Trustee  a sum  of  money  sufficient 
to  redeem  the  bonds  so  to  be  redeemed  on  the  day  so 
fixed. 


179 


Article  VI. 


All  moneys  deposited  by  the  Mortgagor  with  the  Trus- 
tee, under  the  provisions  of  this  Article  VI,  for  the  re- 
demption of  bonds,  shall  be  held  for  account  of  the  holders 
thereof,  and  shall  be  paid  to  them  respectively  upon  pre- 
sentation and  surrender  of  said  bonds.  After  such 
redemption  day,  such  notice  having  been  given  and  such 
deposit  having  been  made,  such  bonds  shall  cease  to 
bear  interest,  the  coupons  for  interest  subsequent  to 
that  date  shall  be  void,  such  bonds  and  coupons  shall 
cease  to  be  entitled  to  the  benefit  of  the  lien  of  this  in- 
denture and  the  Mortgagor  shall  be  under  no  further 
liability  in  respect  thereof. 

If  any  serial  number  shall  be  drawn  by  the  Trustee  Procedure 
at  any  aforesaid  drawing  which  is  endorsed  upon  any  £®^dsa' 
registered  bond  without  coupons  of  a denomination  are  drawn 
larger  than  $1,000,  such  registered  bond  shall  be  pre-  tk>n. redenip 
seated,  properly  endorsed,  for  transfer  at  or  after  the 
time  fixed  for  the  payment  of  said  bonds  so  drawn  for 
redemption  and  such  payment  shall  be  made  upon  sur- 
render of  said  bond  so  endorsed;  and  coupon  bonds  or 
registered  bonds  without  coupons  for  the  unpaid  balance, 
if  any,  of  the  principal  sum  of  the  registered  bonds  with- 
out coupons  so  presented  and  surrendered,  shall  be  issued 
by  the  Mortgagor  and  certified  and  delivered  by  the  Trus- 
tee, without  charge  therefor.  After  the  date  fixed  for 
such  redemption  interest  shall  be  payable  only  on  the  por- 
tion of  such  registered  bond  not  so  called  for  redemption 
and  only  such  portion  shall  continue  to  be  entitled  to  the 
benefit  of  the  lien  of  this  indenture,  and  the  Mortgagor 
shall  be  under  no  further  liability  with  respect  to  the  por- 
tion thereof  so  called  for  redemption. 

Section  52.  All  bonds  outstanding  hereunder  redeem-  Redeemed 
ed  under  the  provisions  of  this  Article  VI  shall  forthwith ^“^leslled0  be 
be  cancelled,  and  the  Trustee  shall  note  on  its  records 
and  on  an  original  counterpart  of  this  indenture,  the  fact 
of  such  cancellation,  and  thereupon  deliver  the  bonds  so 
cancelled  to  or  upon  the  order  of  the  Mortgagor. 


Article  VII. 


180 


Possession 
and  use  of 
property 
by  Mort- 
gagor. 


Disposition 
of  certain 
property 
without  con- 
sent of 
Trustee. 


Sale  of  ma- 
chinery, etc. 


ARTICLE  VII. 

Possession,  Use  and  Release  of  Mortgaged  Property. 

Section  53.  While  not  in  default  in  the  payment  of 
principal  or  interest  on  any  bond  then  outstanding  here- 
under or  in  respect  of  any  of  the  covenants,  agreements 
or  conditions  in  this  indenture  contained,  the  Mortgagor 
shall  be  suffered  and  permitted  to  possess,  use  and  enjoy 
the  mortgaged  property,  and  to  receive  and  use  the  rents, 
issues,  income,  product  and  profits  thereof,  with  power, 
in  the  ordinary  course  of  business,  freely  and  without  let 
or  hindrance  on  the  part  of  the  Trustee  or  of  the  bond- 
holders, to  use  and  consume  supplies,  and  except  as  here- 
in otherwise  expressly  provided  to  the  contrary,  to  exer- 
cise any  and  all  rights  under  choses  in  action  and  con- 
tracts. 

Section  54.  While  the  Mortgagor  is  not  in  default  as 
aforesaid,  it  may  at  any  time  and  from  time  to  time,  with- 
out any  release  or  consent  by  the  Trustee,  or  account- 
ability thereto  for  any  consideration  received  by  the 
Mortgagor, 

(1)  sell  or  otherwise  dispose  of,  free  from  the 
lien  of  this  indenture  (a)  any  machinery,  equip- 
ment, tools  or  implements  which  may  have  become 
obsolete  or  unfit  for  use,  upon  replacing  the  same 
by  or  substituting  for  the  same  new  machinery, 
equipment,  tools  or  implements,  of  at  least  equal 
value  to  that  of  those  disposed  of;  and  ( b ) any 
materials  or  supplies; 

(2)  cancel,  make  changes  or  alterations  in  or 
substitutions  of  any  and  all  right  of  way  grants, 
leases  or  contracts  now  subject  or  which  may 


181 


Article  VII. 


hereafter  become  subject  to  this  indenture,  pro-Ca*yellation 

w * ond  sltprs.* 

vided  that  such  changes,  alterations  or  substitu- tion  of  con- 
tions  are,  in  the  opinion  of  the  board  of  directors tracts’  etc- 
of  the  Mortgagor,  in  the  interest  of  the  Mortgagor 
and  will  not  impair  the  integrity  of  the  mortgaged 
property;  and  in  such  event  any  modified, 
altered  or  substituted  grants,  leases  or  con- 
tracts shall  forthwith  become  bound  by  and  be 
subject  to  the  terms  of  this  indenture  to  the  same 
extent  and  in  the  same  manner  as  those  previously 
existing ; 

(3)  surrender  or  assent  to  the  modification  of  Sur,r.®ndeF  or 

. . modification 

any  franchise  under  which  it  may  be  operating, of  frau- 

provided  that,  in  the  event  of  any  such  surrender < hlses- 
or  modification,  the  Mortgagor  shall  still  have, 
under  some  other  franchise  (subject  to  the  lien 
of  this  indenture  and  free  from  any  liens  prior 
thereto,  except  the  liens  upon  the  franchises  so  sur- 
rendered or  modified,  the  First  Mortgage  and  taxes 
for  the  then  current  year)  or  under  the  modified 
franchise,  or  under  a new  franchise,  license  or 
permit,  received  in  exchange  for  the  surrendered 
or  modified  franchise,  authority,  in  the  opinior, 
of  counsel,  to  conduct  the  same  or  an  ex- 
tended business  in  the  same  or  an  extended  terri- 
tory for  the  same  or  an  extended  or  unlimited  per- 
iod of  time  or  for  a period  of  time  which  cannot  be 
terminated  except  with  the  consent  of  the  holder 
before  the  maturity  of  the  bonds  certified  and 
delivered  with  respect  to  the  properties  operated 
under  the  surrendered  or  modified  franchise,  or 
upon  the  holder’s  default,  or  upon  condemnation, 
or  upon  payment  of  a fair  price  for  all  of  the  prop- 
erty the  operation  of  which  is  dependent  upon  such 
franchise,  license  or  permit,  or  upon  the  rein- 


Article  VII. 


182 


Sale  of  mort- 
gaged prop- 
erty undesir- 
able for  cer- 
tain pur- 
poses. 


statement  of  the  franchise  surrendered  or  modi- 
fied. 

The  words  “the  opinion  of  counsel,”  as  used  in 
this  subparagraph  (3)  of  this  Section  54,  mean 
and  shall  be  construed  to  mean,  the  written  opin- 
ion, filed  with  the  Mortgagor  and  with  the  Trus- 
tee, of  counsel  (who  may  be  of  counsel  for  the 
Mortgagor)  appointed  by  the  board  of  directors 
of  the  Mortgagor  and  approved  by  the  Trustee ; 

(4)  until  the  completion  of  water  power  plants 
and  properties  upon  the  water  power  sites  owned 
by  the  Mortgagor,  the  Mortgagor  in  its  discretion 
may  sell  or  exchange  free  and  clear  from  the  lien 
of  this  indenture  any  land  or  other  property  now 
owned  or  hereafter  acquired  by  it  in  connection 
with  or  appurtenant  to  any  of  such  sites  which, 
in  the  opinion  of  the  board  of  directors  of  the 
Mortgagor,  is  unnecessary  or  not  desirable  for  the 
proper  construction  or  development  of  plants  and 
properties  thereon;  provided,  subject  to  the  pro- 
visions of  the  First  Mortgage,  if  then  undischarg- 
ed, that  any  obligations  received  by  the  Mortgagor 
in  consideration  of  any  such  sale  or  ex- 
change shall  be  delivered  to  the  Trustee  and 
shall  become  part  of  the  pledged  securities, 
and  any  money  so  received  by  the  Mort- 
gagor shall  be  forthwith  paid  to  the  Trustee  and 
shall  be  held  and  turned  over  by  it  to  the  Mort- 
gagor to  reimburse  the  Mortgagor  for  the  acqui- 
sition or  construction  of  additional  plants  or  prop- 
erties or  for  permanent  improvements,  extensions 
or  additions  to  or  about  its  plants  or  properties 
of  the  character  which  could  be  made  the  basis 
of  the  issue  of  bonds  under  Sections  18,  21  and  22 
hereof,  in  the  same  manner  and  subject  to  the 


183 


Article  VII. 


same  restrictions  and  conditions  as  are  required 
by  Section  46  hereof,  with  respect  to  moneys  paid 
into  the  improvement  and  sinking  fund  therein 
provided  for.  Any  property  acquired  by  the  Mort- 
gagor in  exchange  for  property  so  conveyed  shall 
forthwith  and  without  further  conveyance  become 
subject  to  the  lien  of  and  be  covered  by  this  in- 
denture as  a part  of  the  mortgaged  property; 

(5)  the  Mortgagor  may  convey  to  the  United  Conveyance 
States  free  and  clear  from  the  lien  of  this  inden-g°tadJ“ted 
ture  such  lands  and  rights  as  may  be  required  for 

locks,  facilities  for  navigation  or  otherwise  by  any 
law,  franchise  or  permit  pursuant  to  which  the 
Mortgagor  is  authorized  to  occupy  or  interfere 
with  navigable  waters;  and 

(6)  in  event  of  the  acquisition  by  the  Mort-saie  of 
gagor  of  a site  or  sites  for  the  development  °f  Tallapoosa 
water  power  at  sites  not  now  owned  or  controlled  River,  etc. 
by  it  on  the  Tallapoosa  River,  or  of  reservoirs  or 

sites  therefor,  the  Mortgagor  may  sell  and  convey 
free  and  clear  from  the  lien  of  this  indenture  the 
right  to  take  or  receive  a part  but  not  all  (except 
in  case  of  such  reservoirs  or  sites  therefor)  of  the 
power  ultimately  to  be  developed  upon  such  site 
or  sites. 


Section  55.  Unless  and  until  evidence  satisfactory  toReiease  0f 
it  that  the  First  Mortgage  has  been  discharged  shall 
have  been  delivered  to  the  Trustee,  the  Trustee  shall, when  First 
upon  the  production  to  it  of  an  instrument  purporting ^o°'\ffsge 
to  be  a release  of  the  property  therein  described  fromcharged- 
the  lien  of  the  First  Mortgage  and  to  have  been  signed 
by  the  trustee  thereunder,  forthwith  and  without  further 
act  on  the  part  of  the  Mortgagor,  sign  such  instrument 
as  Trustee,  or  a like  instrument  releasing  the  same  prop- 
erty from  the  lien  hereof,  and  deliver  the  same 


Article  VII. 


184 


Release  of 

mortgaged 

property 

when  First 

Mortgage 

discharged. 


Require- 
ments for 
release. 


to  the  Mortgagor.  In  no  case  shall  the  Trustee 
be  under  any  duty  to  inquire  as  to  the  adequacy  of  or 
otherwise  as  to  the  consideration  received  for  any  re- 
lease herein  above  provided  for. 

When  and  if  evidence  satisfactory  to  the  Trustee  that 
the  First  Mortgage  has  been  discharged  shall  have  been 
delivered  to  the  Trustee,  the  Mortgagor  while  not  in  de- 
fault as  provided  in  Section  72  hereof,  may  sell,  exchange 
or  otherwise  dispose  of  any  other  of  the  mortgaged 
property  (except  that  undeveloped  or  unimproved  water 
power  sites  and  lands  necessary  or  desirable,  in  the  opin- 
ion of  the  board  of  directors  of  the  Mortgagor,  for  the 
proper  construction  and  development  of  plants  and  prop- 
erties thereon  now  owned  by  it  may  be  sold  or  conveyed 
ato  a subsidiary  company  only,  as  more  fully  provided 
in  Section  30  hereof)  and  the  Trustee  shall  release  the 
same  from  the  lien  hereof  upon  the  application  of  the 


Mortgagor  and  receipt  by  the  Trustee  of 


Directors  ’ 
resolution 
requesting 
release. 


(1)  a copy  of  a resolution  certified  by  the  Sec- 
retary or  an  Assistant  Secretary  of  the  Mort- 
gagor to  have  been  duly  adopted  by  its  board  of 
directors  requesting  such  release; 


Certificate 
of  President 
end  engi- 
neer. 


(2)  a certificate  signed  and  verified  by  the  Presi- 
dent or  a Vice-President  of  the  Mortgagor,  and  by 
an  engineer  appointed  by  the  board  of  directors 
of  the  Mortgagor  and  approved  by  the  Trustee, 
(who  may  be  an  employee  of  the  Mortgagor)  made 
and  dated  not  more  than  thirty  days  prior  to  the 
date  of  the  application  for  such  release,  stating  in 
substance  as  follows: 


(a)  that  such  release  is  desirable  in  the 
conduct  of  the  business  of  the  Mortgagor,  and 
will  not  impair  the  integrity  of  the  mort- 
gaged property,  and 

( b ) that  the  Mortgagor  has  sold  or  ex- 


185 


Article  VII. 


changed,  or  contracted  to  sell  or  exchange,  the 
property  so  to  be  released  for  a consideration 
representing,  in  the  opinion  of  the  signers,  its 
full  value  to  the  Mortgagor,  which  considera- 
tion may  be  (1)  cash,  or  (2)  partly  cash  and 
partly  obligations/  secured  by  purchase  money 
mortgage  upon  the  property  released,  or  (3) 
any  other  property  of  the  character  which 
could  be  made  the  basis  of  the  issue  of  bonds 
under  Sections  18,  21  or  22  hereof ; such 
consideration  to  be  set  out  in  reasonable  detail 
in  such  certificate ; provided,  however,  that  no 
plant  or  system  subject  to  the  lien  of  this  in- 
denture at  the  date  of  the  execution  hereof 
and  no  property  thereafter  physically  con- 
nected by  transmission,  railway  or  service 
lines  or  otherwise,  for  the  purposes  of  the 
business  with  any  such  plant  or  system  shall 
be  released  in  exchange  for  property  not  so 
connected ; 

(3)  any  money  or  obligations  stated  in  said  cer-  Disposition 
tificate  to  be  the  consideration  for  any  such  prop-°ifoi|:on8ldera' 
erty  so  to  be  released;  provided,  however,  that 
obligations  of  purchasers  to  pay  current  accounts 

shall  not  for  the  purposes  of  this  Article  VII  be 
deemed  a part  of  the  consideration  for  properties 
released ; 

(4)  an  opinion  of  counsel  (who  may  be  of  coun- Opinion  of 
sel  to  the  Mortgagor)  selected  by  the  board  of  counsc1' 
directors  of  the  Mortgagor  and  approved  by  the 
Trustee,  to  the  effect  that  any  obligations  included 

in  the  consideration  for  such  release  are,  in  his 
or  their  opinion,  valid  obligations,  and  that  any 
purchase  money  mortgage  securing  the  same  is 
sufficient  to  afford  a lien  upon  the  property  to  be 


Article  VII. 


180 


released,  and  stating  also,  in  case  the  Trustee  is 
requested  to  release  any  franchise,  that  such  re- 
lease will  not  impair  the  right  of  the  Mortgagor 
to  operate  any  of  its  remaining  properties  during 
the  period  ending  not  earlier  than  the  maturity 
of  any  bonds  certified  and  delivered  on  account  of 
the  acquisition  or  construction  of  any  of  said  re- 
maining properties ; 

(5)  In  case  the  consideration  for  the  property 
to  be  released  consists  of  additional  plants, 
properties,  permanent  improvements,  extensions  or 
additions,  the  Trustee  shall  also'  be  furnished  with 
such  certificates,  opinions  of  counsel  and  instru- 
ments as  would  be  required  under  the  provisions 
of  Sections  18  and  22  hereof  (excepting,  however, 
the  requirements  of  paragraph  (A),  the  portion  of 
subparagraph  (c)  relating  to  the  fair  value  of 
property  mentioned  therein  and  sub-paragraphs 
( d ),  ( e ),  (/),  (g)  and  (i)  of  paragraph  ( B ),  para- 
graphs ( C ) and  ( D ),  sub-paragraphs  ( b ) and  ( c ) 
of  paragraph  ( F ) and  paragraph  (G)  of  said  Sec- 
tion 18),  if  the  additional  plants,  properties, 
permanent  improvements,  extensions  or  addi- 
tions were  made  the  basis  of  the  issue  of  bonds 
thereunder. 

Obligations  Section  56.  Subject  to  the  provisions  of  the  First 
^eceived° "and Mortgage,  any  obligations  received  by  the  Mortgagor  in 
property  ac-consi(]eration  of  any  such  release  shall  be  delivered  to  the 

ouired  on  etc-  ** 

count  of  re-  Trustee  and  shall  become  part  of  the  pledged  securities 
livered^'o  and  any  money  so  received  by  the  Mortgagor  shall  be 

Trustee.  forthwith  paid  to  the  Trustee  and  shall  be  held  and 

turned  over  by  it  to  the  Mortgagor  to  reimburse  the 
Mortgagor  for  the  acquisition  or  construction  of  addi- 
tional plants  or  properties  or  for  permanent  improve- 
ments, extensions  or  additions  to  or  about  its  plants  or 


Other  in- 
struments. 


187 


Abticle  VII. 


properties  of  the  character  which  could  be  made  the  basis 
of  the  issue  of  bonds  under  Sections  18,  21  and  22  hereof 
in  the  same  manner  and  subject  to  the  same  restric- 
tions and  conditions  as  are  required  by  Section  46  here- 
of with  respect  to  moneys  paid  into  the  improvement 
and  sinking  fund  herein  provided  for. 

Any  new  property  acquired  by  the  Mortgagor  by  ex-New  p. 
change  or  purchase  to  take  the  place  of  any  property  erty  acquired 
released  hereunder,  shall  forthwith  and  without  further  0f  release 
conveyance  become  subject  to  the  lien  of  and  be  covered  V^°™eos  j^‘ 
by  this  indenture  as  a part  of  the  mortgaged  property; 
but  if  requested  by  the  Trustee,  the  Mortgagor  shall  con- 
vey the  same  to  the  Trustee  by  proper  deeds  upon  the 
trusts  and  for  the  purposes  of  this  indenture. 

Section  57.  Should  any  of  the  mortgaged  property  Eminent 
be  taken  by  exercise  of  the  power  of  eminent  domain  Donmm; 

J c disposition 

or  should  any  municipality  or  other  public  authority  of  proceeds, 
at  any  time,  exercise  any  right  which  it  may  have  to 
purchase  any  part  of  the  mortgaged  property,  the  Trus- 
tee may  release  the  property  so  taken  or  purchased,  and 
shall  be  fully  protected  in  doing  so  upon  being  furnished 
with  an  opinion  of  counsel  (who  may  be  of  counsel  to 
the  Mortgagor)  selected  by  the  board  of  directors  of  the 
Mortgagor  and  approved  by  the  Trustee,  to  the  effect 
that  such  property  has  been  taken  by  exercise  of  the 
power  of  eminent  domain,  or  purchased  by  a municipality 
or  other  public  authority  in  the  exercise  of  a right 
which  it  had  to  purchase  the  same.  Subject  to  the  pro- 
visions of  the  First  Mortgage,  the  proceeds  of  all  prop- 
erty so  taken  or  purchased,  shall  be  paid  forthwith  to 
the  Trustee,  and  shall  be  held  and  turned  over  by  it  to 
the  Mortgagor  to  reimburse  the  Mortgagor  for  the  ac- 
quisition or  construction  of  additional  plants  or  prop- 
erties or  for  permanent  improvements,  extensions  or 
additions  to  or  about  its  plants  or  properties  of  the 


Article  VII. 


188 


Exercise  of 
powers  by 
receiver  or 
trustee. 


Purchaser 
under  no 
duty  to  in- 
quire. 


character  which  could  be  made  the  basis  of  the  issue  of 
bonds  under  Sections  18,  21  and  22  hereof,  in  the  same 
manner  and  subject  tt>  the  same  restrictions  and  con- 
ditions as  are  required  by  Section  46  with  respect  to 
moneys  paid  into  the  improvement  and  sinking  fund 
therein  provided  for;  provided,  however,  that  when  such 
proceeds  in  any  individual  case  exceed  the  sum  of  five 
hundred  thousand  dollars  ($500,000),  such  proceeds  shall 
be  used  for  the  purchase  and  retirement  of  bonds  in  the 
manner  provided  in  Section  47  hereof,  and  may  not  be 
used  to  reimburse  the  Mortgagor  for  expenditures  un- 
der the  provisions  of  Section  46  hereof. 


Section  58.  In  case  the  property  mortgaged  shall  be 
in  the  possession  of  a receiver,  lawfully  appointed,  the 
powers  hereinbefore  conferred  upon  the  Mortgagor  with 
respect  to  the  sale  or  other  disposition  of  the  mortgaged 
property  may  be  exercised  by  such  receiver;  and  if  the 
Trustee  shall  be  in  possession  of  the  mortgaged  property 
under  any  provision  of  this  indenture,  then  such  powers 
may  be  exercised  by  the  Trustee  in  its  discretion. 

Section  59.  No  purchaser  in  good  faith  of  property 
purporting  to  be  released  hereunder  shall  be  bound  to 
ascertain  the  authority  of  the  Trustee  to  execute  the  re- 
lease, or  to  inquire  as  to  any  facts  required  by  the  provi- 
sions hereof  for  the  exercise  of  this  authority;  nor  shall 
any  purchaser  or  grantee  of  any  property  or  rights  per- 
mitted by  Section  54  hereof  to  be  sold,  granted, 
exchanged  or  otherwise  disposed  of,  be  under 
obligation  to  ascertain  or  inquire  into  the  authority  of 
the  Mortgagor  to  make  any  such  sale,  grant,  exchange 
or  other  disposition. 


189 


Article  VIII. 


ARTICLE  VIII. 

Concerning  the  Pledged  Securities. 

Section  60.  The  Mortgagor  covenants  that,  subject  to  Mortgagor 
the  provisions  of  the  First  Mortgage,  it  will  from  time  Truas^*1egnalt10 
to  time  forthwith  as  and  when  acquired  by  it,  assign,  after-ac- 
transfer,  pledge  and  (in  so  far  as  manual  delivery  thereof  o^suiLid*06 
is  possible)  deliver  to  the  Trustee,  duly  indorsed  in  blank, iaiT  com- 
if  not  already  in  bearer  form,  any  and  all  shares  of  cap- 
ital stock  and  the  certificates  therefor  which  the  Mort- 
gagor at  any  time  hereafter  may  acquire  of  the  sub- 
sidiary companies,  all  of  which  shall  be  received  and  held 
by  the  Trustee  subject  to  the  lien  and  trusts  of  this  inden- 
ture as  fully  and  completely  as  if  expressly  and  specifi- 
cally assigned,  transferred,  pledged  and  delivered  here- 
under at  the  time  of  the  execution  hereof. 

The  Trustee  may  at  any  time  accept  any  assignment  or 
transfer  of  any  shares  of  stock,  bonds  or  other  obligations 
which  any  person  or  corporation  may  make  or  deliver  to 
the  Trustee,  with  the  consent  of  the  Mortgagor,  and  the 
same  if  accepted  by  the  Trustee  shall  thereupon  become 
a part  of  the  pledged  securities. 

The  Trustee  shall  not  be  obliged  to  examine  into  orTrustee 
pass  upon  the  validity  or  genuineness  of  any  of  the  of 
pledged  securities,  and  the  Trustee  shall  be  entitled  to  pledged 
assume  that  any  pledged  securities  as  presented  f or secunties- 
deposit  hereunder  are  genuine  and  valid  and  what  they 
purport  to  be  and  that  any  indorsements  and  assign- 
ments thereof  are  genuine  and  legal. 

The  Trustee  shall  be  under  no  obligation  to  accept  a Trustee  not 
certificate  for  any  shares  of  stock,  or  to  cause  or  permit  stt°ck 
a transfer  thereof  to  be  made  to  it,  or  to  cause  or  permit  or  other  se- 
an  assignment  to  it  of  any  bond  or  other  obligation,  if  incurities- 
the  opinion  of  the  Trustee  such  acceptance  or  transfer 
will  involve  or  render  it  liable  to  be  subjected  to  any 
liability  or  expense. 


may 


Article  VIII. 


190 


T™stfee  niay  The  Trustee,  upon  request  of  the  Mortgagor,  may  do 
shares  for  whatever  in  its  opinion  may  be  necessary  for  the  pur- 
poses11  pUr  Poses  maintaining  or  preserving  the  corporate  exist- 
ence of  any  subsidiary  company,  and  for  such  purpose 
from  time  to  time,  upon  like  request,  it  may  sell,  assign, 
transfer  and  deliver  so  many  shares  of  stock  of  the  sub- 
sidiary companies  as  may  be  necessary  to  qualify  persons 
to  act  as  directors  of  or  in  any  other  official  relation  to 
such  companies;  and  in  any  such  case  the  Trustee  may 
make  such  arrangements  as  counsel  selected  or  approved 
by  the  Trustee  shall  deem  necessary  for  the  protection 


Shares  sur- 
rendered 
upon  de- 
crease of 
capital 
stock. 


of  the  trust  hereunder. 

In  case  of  the  decrease  of  the  capital  stock  of  any  of 
the  subsidiary  companies,  the  Trustee  shall  if  requested 
by  the  Mortgagor  surrender  such  part  of  the  shares  of 
stock  then  in  its  possession,  included  in  the  pledged 
securities  as  shall  be  proportionate  to  the  amount  of  such 


decrease. 


Unless  in  de-  Section  61.  Unless  and  until  the  Mortgagor  shall  be 
gagor  may'  in  default  as  provided  in  Section  72  hereof,  or 
stock  pledged  unless  the  Trustee  shall  be  in  possession  of  the 
mortgaged  property  by  virtue  of  any  provision  of 
this  indenture  or  a receiver  of  the  mortgaged  property 
shall  have  been  appointed,  the  Mortgagor  shall 
have  the  right  to  vote  and  consent  with  respect 
to  all  shares  of  stock  included  in  the  pledged 
securities,  and  said  shares,  if  then  in  the  pos- 
session of  the  Trustee,  shall  not  be  transferred  into  its 
name  or  that  of  its  nominee ; provided  that  the  Mortgagor 
shall  cause  all  of  the  subsidiary  companies  to  place  a 
suitable  notation  upon  their  books  showing  that  the  cer- 
tificates representing  the  shares  of  stock  included  in  the 
pledged  securities  are  subject  to  this  indenture  and  shall 
take  such  other  measures  as  may  be  provided  by  law  or 
may  be  necessary  to  indicate  the  interest  of  the  Trustee 
in  said  shares. 

In  case  the  Mortgagor  shall  be  in  default  as  provided 


191 


Article  VIII. 


in  Section  72  hereof,  then  during  the  further  continuance  Trustee  may 
of  any  such  default,  in  addition  to  the  other  remedies  incase  0f  de- 
this  indenture  provided,  the  Trustee  if  it  shall  deem  itfault- 
advisable,  may  cause  all  of  the  shares  of  stock  in  its  pos- 
session included  in  the  pledged  securities  to  be  trans- 
ferred into  its  name  or  that  of  its  nominee  and  may  vote 
any  such  shares  in  such  manner  as  it  may  deem  proper  to 
protect  the  interests  of  the  holders  of  the  bonds  out- 
standing hereunder;  provided  that  if  any  such  default 
shall  have  been  made  good  and  shall  have  been  waived 
as  in  said  Section  72  provided,  the  right  of  the  Mort- 
gagor to  vote  upon  any  such  shares  shall  revive  and  shall 
continue  as  if  no  such  default  had  taken  place,  and  the 
Trustee  shall  cause  such  shares  to  be  retransferred  in 
accordance  with  the  order  of  the  Mortgagor. 

Section  62.  Unless  and  until  the  Mortgagor  shall  Unless  in  de- 
be  in  default  as  provided  in  Section  72  hereof, 
the  Mortgagor  from  time  to  time  shall  be  en-  receive  ail 
titled  to  receive  and  collect  all  dividends  and  interest ' " u eu<  s’ 
(other  than  stock  dividends)  that  may  be  declared  or 
be  paid  on  any  of  the  pledged  securities,  and  the 
Trustee,  upon  request  of  the  Mortgagor,  from  time 
to  time  shall  deliver  to  it  suitable  assignments  and  orders, 
if  necessary  therefor,  for  the  payment  to  the  Mortgagor 
of  all  dividends  and  interest  that  from  time  to  time  may 
be  declared  or  may  become  distributable  or  payable  on 
the  pledged  securities,  and  the  Trustee  from  time  to  time 
shall  pay  to  the  Mortgagor,  upon  its  request,  any  and  all 
sums  which  shall  be  received  or  collected  by  the  Trustee  as  coupons 
for  such  dividends  and  interest.  As  the  coupons  attached  j^j^ed  t0 
to  bonds  included  in  the  pledged  securities  mature  they  pledged 
shall  be  detached  and  delivered  by  the  Trustee  to  the  '"u^ned0  be 
Mortgagor,  except  that  any  coupons  detached  from  First a"<1]d®1^ered 
Mortgage  Bonds  shall  be  cancelled  by  the  Trustee  before  gagor. 
such  delivery. 

In  case  the  Mortgagor  shall  be  in  default  as  provided 


Article  VIII. 


192 


I'yase  of  in  Section  72  hereof,  then  during  the  further  continuance 
Trustee  to  of  such  default,  and  in  addition  to  the  other  remedies 
aen^or1-1™  herein  provided,  the  Trustee  shall  revoke  any  and  all  such 
tiers,  etc.  assignments  and  orders  and  collect  and  receive  all 
such  dividends  and  interest  upon  or  in  respect  of 
the  pledged  securities,  to  the  extent  that  the  same 
are  collectible  and  receivable,  and  all  sums  so  collected 
and  received  prior  to  any  sale  hereunder  shall  be  ap- 
plicable to  the  payment  of  interest  that  shall  become 
due  on  the  bonds  outstanding  hereunder ; provided  that 
if  any  such  default  by  the  Mortgagor  shall  have  been 
made  good  and  shall  have  been  waived,  as  in  said  Section 
72  provided,  the  right  of  the  Mortgagor  to  receive  and 
collect  such  dividends  and  interest  (including  any  unex- 
pended balance  thereof  in  the  possession  of  the  Trustee) 
and  the  duty  of  the  Trustee  to  execute  such  assignments 
and  orders  and  to  detach  and  deliver  such  coupons  shall 
revive  and  continue  as  if  no  such  default  had  taken  place. 


— to  retain 
control  of 
subsidiary 
companies, 


The  Mort-  Section  63.  The  Mortgagor  covenants  that  (1),  except 

gagor  not  to  subject  hereto  it  will  not  sell,  incumber  or  by  any  volun- 

soil  or  in*  • • • 

cumber  tary  act  part  with  the  ownership  of  or  title  to  any  of 

cur  ides  se"  the  pledged  securities  or  the  voting  power  thereon;  (2) 

it  will  hold,  subject  hereto,  all  and  singular  such  pledged 

securities,  and,  subject  to  the  provisions  of  the  First 

Mortgage,  if  then  undischarged,  will  exercise  its  voting 

power  thereon  in  such  manner  as  to  retain  in 

or  for  itself  the  rights  and  powers  of  the  holder 

—to  pre-  the  majority  of  the  stock  of  each  subsidiary 

serve  cor-  company;  and  (3)  it  will  at  all  times  take  such 

porate  exist-  , 

ence  of  sub-action  as  from  time  to  time  may  be  necessary 

p allies7  com  to  preserve  the  corporate  existence  and  corporate  rights 
of  each  subsidiary  company,  in  so  far  as  it  may  be 
necessary  or  desirable  in  the  proper  and  efficient  con- 
duct of  the  business  of  the  Mortgagor  and  of  its  sub- 
sidiary companies  or  unless  and  until  the  Mortgagor  shall 
have  lawfully  acquired  and  subjected  to  the  lien  of  this 


193 


Article  VIII. 


indenture  the  legal  title  to  all  the  property  and  fran- 
chises of  such  subsidiary  company. 

Section  64.  The  Mortgagor  covenants  that  it  will  not  The  Mort- 
cause,  suffer  or  permit  any  subsidiary  company  (1)  to|g^ritn°^bto 
borrow  money  or  to  become  indebted  except  ( a ) from  orsidiary  com- 
to  the  Mortgagor,  ( b ) as  provided  in  Article  III  of  thisi^row*0 
indenture,  ( c ) on  account  of  the  purchase  price  of  prop-™01^’tnor 
erty  acquired,  and  ( d ) for  current  expenses  incurred  in  gage  prop- 
the  ordinary  course  of  its  business  operations,  provided  or r sen 

that  all  such  indebtedness,  except  to  the  Mortgagor,  shall dam  sites> 

. nor  to  create 

from  time  to  time  be  promptly  discharged  m the  or-  additional 
dinary  course  of  business;  or  (2)  to  mortgage  any  of ®g0C^tateex^ept 
its  property,  except  to  the  Mortgagor  and  as  expressly 
provided  in  Article  III  of  the  First  Mortgage  and  in 
Article  III  hereof;  or  (3)  to  lease  for  the  purpose 
of  the  development  of  water  power,  or  to  sell  or  . 
convey,  except  to  the  Mortgagor  or  to  another  sub- 
sidiary company,  any  of  the  undeveloped  and  un- 
improved water  power  sites  now  owned  by  it,  includ- 
ing all  appurtenant  property  necessary  or  desirable,  in 
the  opinion  of  the  board  of  directors  of  the  Mortgagor, 
for  the  proper  construction  and  development  of  plants 
and  properties  upon  such  sites;  provided,  however,  that 
such  subsidiary  company  may  in  any  event  convey  to  the 
United  States  such  lands  and  rights  as  may  be  required 
for  locks,  facilities  for  navigation  or  otherwise,  by  any 
law,  franchise  or  permit  pursuant  to  which  such  sub- 
sidiary company  is  authorized  to  occupy  or  interfere 
with  navigable  waters,  and  such  subsidiary  company  may 
also,  in  case  of  the  acquisition  by  it  of  a site  or  sites  for 
the  development  of  water  power  not  now  owned  or  con- 
trolled by  it  on  the  Tallapoosa  River,  sell  and  convey 
the  right  to  take  or  receive  a part,  but  not  all,  of  the 
power  ultimately  to  be  developed  upon  such  site  or  sites, 
and  any  such  subsidiary  company  owning  a site  for  a 
reservoir  for  the  storage  of  water  may  sell  and  convey 


Article  VIII. 


194 


the  right  to  construct  and  operate  plants  for  the  genera- 
tion of  electricity  on  or  in  connection  therewith ; or  (4)  to 
create  or  issue  any  additional  shares  of  stock  unless  effec- 
tive provisions  be  simultaneously  made  that  the  certifi- 
cates for  such  additional  stock  shall  be,  subject 
to  the  provisions  of  the  First  Mortgage,  if  then  un- 
discharged, when  issued  forthwith  pledged  hereunder 
and  deposited  with  the  Trustee  as  part  of  the  pledged 
securities,  except  that  in  case  all  the  stock  of  any  such 
subsidiary  company  previously  issued  shall  not  then  be 
included  in  the  pledged  securities,  then  an  amount  of 
such  additional  stock  at  least  proportionate  to  that  so 
held  shall  be  so  pledged  and  deposited.  Except  as  here- 
in otherwise  expressly  provided,  any  subsidiary  com- 
pany may  lease,  sell  or  convey  any  of  its  property. 


m-Spfedgentof  Section  65.  The  assignment  or  pledge  hereunder  of 
stock  of  any  shares  of  stock  of  any  subsidiary  company  shall  not 
companies  prevent  the  consolidation  or  merger  of  any  one  or  more  ot 
not  to  pre-  companies  with  or  the  conveyance  or  lease  of  the 

dation  or  property  of  any  such  company  to  the  Mortgagor  or  an- 
other subsidiary  company;  provided,  however,  that  such 
consolidation,  merger,  conveyance  or  lease  shall  be  made 
only  upon  such  terms  as  shall  not  in  the  opinion  of  coun- 
sel selected  or  approved  by  the  Trustee  (who  may  be  of 
counsel  to  the  Mortgagor)  in  any  manner  impair  or 
prejudice  the  value  of  the  security  hereunder.  In  the 
event  of  the  consolidation  or  merger  of  any  one  or  more 
of  said  companies  with  the  Mortgagor,  or  the  convey- 
ance or  lease  of  its  property  to  the  Mortgagor,  this  inden- 
ture immediately  shall  become  and  be  a lien  upon  the 
property  of  the  company  so  consolidated  or  merged  with 
or  conveyed  to  the  Mortgagor  or  upon  the  leasehold  in- 
terest of  the  Mortgagor  therein. 


Section  66.  In  case  (1)  at  any  time  any  of  the  subsid- 
iary companies  shall  be  dissolved,  or  its  property  or  as- 


195 


Article  VIII. 


sets  or  any  part  thereof  shall  be  liquidated,  sold  or  trans-  Purchase  of 
ferred;  or  in  case  (2)  all  or  any  of  the  property  of  any  subsidiary0 
such  subsidiary  company  shall  be  sold  upon  the  insol- 
vency  thereof,  or  otherwise  at  any  judicial  or  other  sale,  dissolution, 
then  in  any  such  event,  subject  to  the  provisions  of  the^'" dat,n11’ 
First  Mortgage,  if  then  undischarged,  the  Trustee,  at 
the  request  of  the  Mortgagor,  either  shall  purchase  or 
cause  to  be  purchased  or  shall  permit  the  Mortgagor  to 
purchase  such  property  and  assets  either  in  the  name  of 
or  on  behalf  of  the  Mortgagor  or  by  purchasing  agents 
or  trustees,  and  shall  use,  or  permit  the  Mortgagor  or 
such  purchasing  agents  or  trustees  to  use,  any  of  the 
shares  of  stock  or  bonds  included  in  the  pledged  securities 
issued  by  the  subsidiary  company  involved  in  any  of  the 
proceedings  aforesaid,  so  far  as  may  be  necessary  to  make 
payment  for  any  such  property  or  assets.  In  case  of  any 
such  purchase,  the  Trustee  shall  take  such  steps  to  cause 
such  property  to  be  vested  in  the  Mortgagor  or  in  some 
other  corporation  organized  or  to  be  organized  and  hav- 
ing power  to  acquire  and  manage  such  property,  or  partly 
in  the  Mortgagor  and  partly  in  such  other  corporation, 
as  the  Mortgagor  may  deem  advisable,  in  either  and  every 
event,  upon  such  terms  and  conditions  as  may  be  ap- 
proved by  counsel  selected  or  approved  by  the  Trustee 
(who  may  be  of  counsel  to  the  Mortgagor)  provided,  in 
the  case  of  any  such  purchase  by  such  other  corporation, 
that  all  the  stock  of  such  corporation,  organized  or  to 
be  organized  (except  the  shares  required  to  qualify 
directors),  shall,  subject  to  the  provisions  of  the  First 
Mortgage,  if  then  undischarged,  be  assigned,  transferred 
and  delivered  to  the  Trustee  as  part  of  the  pledged 
securities. 

. , With  consent 

Section  67.  With  the  written  consent  of  the  Mortgagor  of  Mort- 

evidenced  by  resolution  of  its  board  of  directors,  the  trustee  may 
Trustee  upon  being  furnished  with  the  funds  deemed  byp™*^*  f 
the  Trustee  necessary  in  the  premises  or  upon  being  in- bondholders 
demnified  to  its  satisfaction,  shall  at  any  time  take  such 

organiza- 

tion. 


Article  VIII. 


196 


steps  as  the  Trustee  in  its  discretion  may  deem  advisable 
to  protect  its  interests  and  the  interests  of  the  bond- 
holders hereunder  in  respect  of  any  of  the  pledged  securi- 
ties ; and  with  the  consent  of  the  Mortgagor  so  evidenced, 
the  Trustee,  if  the  Trustee  shall  deem  it  advisable,  may 
join  in  any  plan  of  reorganization  or  adjustment  or  re- 
arrangement in  respect  of  any  such  pledged  securities, 
whether  or  not  such  plan  conforms  to  the  requirements  of 
Section  66  hereof,  and  may  accept  the  new  securities  is- 
sued in  exchange  therefor  under  the  provisions  of  such 
plan  or  such  adjustment. 

In  case  the  Mortgagor  shall  be  in  default  as  provided  in 
Section  72  hereof,  the  Trustee  shall,  if  the  Trustee  shall 
deem  it  advisable,  take  such  steps  to  join  in  such  plan 
without  the  consent  of  the  Mortgagor. 

When  bonds  Section  68.  Anything  in  this  indenture  to  the  contrary 
sionai  mort-  notwithstanding,  the  Trustee,  upon  the  request  of  the 
gage  held  by  Mortgagor,  may  give  any  consent,  do  any  act,  exercise 
b™  e^forTeR7 any  power  or  take  any  step  for  the  enforcement  or  other- 
wise of  any  of  the  bonds  then  held  by  the  Trustee  out- 
standing under  any  divisional  mortgage  upon  property 
made  the  basis  for  the  certification  and  delivery  of  bonds 
pursuant  to  Section  21  hereof,  or  of  any  bonds 
then  held  by  the  Trustee  outstanding  under  any 
mortgage  upon  the  property  of  a reservoir  com- 
pany which  have  been  made  the  basis  for  the  certification 
and  delivery  of  bonds  pursuant  to  Section  22  here- 
of, or  for  the  enforcement  or  otherwise  of  any 
such  mortgage.  The  Trustee  shall  be  under  no  duty  or 
obligation  to  demand  payment  of  the  principal  of  such 
bonds  or  of  any  of  the  interest  accruing  thereon,  or  to 
do  any  act,  exercise  any  power  or  take  any  step  in 
respect  of  said  bonds  or  the  mortgage  securing  the 
same  unless  and  until  (1)  requested  to  that  end  by  the 
Mortgagor,  or  (2)  the  Mortgagor  shall  be  in  default 
as  provided  in  Section  72  hereof,  and  the  Trus- 


197 


Article  VIII. 


tee  shall  be  requested  to  that  end  by  the  holders 
of  twenty-five  per  cent.  (25%)  in  principal  amount 
of  the  bonds  then  outstanding  hereunder,  and  in 
every  such  case  only  upon  indemnity  being  furnished  to 
the  Trustee  to  its  satisfaction.  At  any  time,  if  requested 
in  writing  by  the  Mortgagor,  the  Trustee  may  in  its  dis- 
cretion consent  to  the  extension  or  renewal  of  any  bonds 
secured  by  any  such  mortgage  and  to  the  extension  or 
renewal  of  such  mortgage,  provided  the  Mortgagor  shall  * 
not  at  the  time  be  in  default  hereunder  as  defined  in 
said  Section  72. 

Section  69.  The  Mortgagor  covenants  that,  subject  to  Moneys,  etc., 
the  provisions  of  the  First  Mortgage,  it  will  pay  or  de-P“^  °£f  ^ 
liver  or  cause  to  be  paid  or  delivered  to  the  Trustee  all  principal  of 
moneys  paid  on  account  of  the  principal  of  any  of  the 
pledged  securities,  and  all  stock  dividends  and  dividends^  turned 
payable  otherwise  than  out  of  net  earnings  in  respect  Trustee; 
of  any  shares  of  stock  included  in  the  pledged  securities^  ^P086'1 
and  all  moneys  at  any  time  payable  in  respect  of  any  of 
the  pledged  securities  derived  from  any  sale  of  the  prop- 
erty of  any  subsidiary  company,  or  in  dissolution  or 
liquidation  thereof,  or  on  increase  or  reduction  of  its 
capital  stock,  or  upon  any  proceeding  in  condemnation 
of  its  property.  Any  stocks  so  received  by  the  Trustee 
shall,  subject  to  the  provisions  of  the  First  Mortgage, 
if  then  undischarged,  become  part  of  the  pledged  securi- 
ties, and  any  moneys  so  received  shall,  subject 
as  aforesaid,  be  held  and  turned  over  by  the 
Trustee  to  the  Mortgagor  to  reimburse  the  Mort- 
gagor for  the  acquisition  or  construction  of  additional 
plants  or  properties  or  for  permanent  improvements, 
extensions  or  additions  to  or  about  its  plants  or  prop- 
erties of  a character  which  could  be  made  the  basis  of 
the  issue  of  bonds  under  Sections  18,  21  and  22  hereof,  in 
the  same  manner  and  subject  to  the  same  restrictions 
and  conditions  as  are  required  by  Section  46  hereof 
with  respect  to  moneys  paid  into  the  improvement 


Article  VIII. 


198 


and  sinking  fund  therein  provided  for,  provided  that 
any  moneys  received  by  the  Trustee  resulting  from  the 
redemption  or  purchase  of  First  Mortgage  Bonds 
pledged  hereunder  (which  said  bonds  it  is  hereby 
authorized  to  surrender  to  the  trustee  under  the  First 
Mortgage  or  to  the  Mortgagor  in  the  event  of  such  re- 
demption or  purchase,  cancelled  or  for  cancellation)  shall 
be  applied  by  the  Trustee,  without  request  of  the  Mort- 
gagor, to  the  purchase  of  bonds  outstanding  hereunder 
in  the  manner  and  as  provided  in  Section  47  hereof, 
said  bonds  so  purchased  to  be  cancelled  or  disposed  of 
as  provided  in  Section  48  hereof. 

Trustee  un-  Section  70.  The  Trustee  shall  be  under  no  duty  or 
for«iemand ty  ^ligation  to  demand  payment  of  the  principal  of  the 
payment  of  First  Mortgage  Bonds  pledged  hereunder  or  of  any  of 
wage  Bonds  the  Merest  accruing  thereon,  or  to  do  any  act,  exercise 
pledged  until  any  power  or  take  any  step  in  respect  of  said  bonds  or 
First^Mort-  of  the  First  Mortgage  unless  and  until  (1)  the  Mort- 
gage, etc.  gagor  shall  be  in  default  under  the  First  Mortgage  and 
shall  have  continued  therein  for  the  period,  if  any,  pro- 
vided for  in  Section  2 of  Article  IX  of  the  First  Mort- 
gage, two  (2)  requested  to  that  end  by  the  holders  of 
twenty-five  per  cent.  (25%)  in  principal  amount  of  the 
bonds  then  outstanding  hereunder,  and  in  any  such  case 
only  upon  indemnity  being  furnished  to  the  Trustee  to  its 
satisfaction.  Then  and  thereupon,  without  prejudice  to 
its  right  to  claim  a default  under  this  indenture,  or  to 
assert  any  right  hereunder  consequent  upon  such  default, 
the  Trustee  may  take  such  proceedings  for  the  enforce- 
ment of  the  payment  of  the  principal  of  or  the  interest 
upon  the  First  Mortgage  Bonds  or  for  the  foreclosure 
of  the  First  Mortgage  as  in  the  opinion  of  counsel  selected 
or  approved  by  the  Trustee  may  be  proper  under  the  cir- 
cumstances, all  as  fully  and  completely  as  if  the  Trus- 
tee were  the  absolute  owner  of  said  First  Mortgage 
Bonds. 


199  Articles  VIII  and  IX. 


Section  71.  Whenever  all  the  property  of  any  snbsid- Certificates 
iary  company  shall  have  been  conveyed  to  the  Mortgagor 0f  subsidiary 
or  to  any  other  subsidiary  company,  the  Trustee  in  [eased*5 by'6" 
its  discretion  and  upon  receiving  the  opinion  of  coun-  Trustee. ' 
sel  (who  may  be  of  counsel  to  the  Mortgagor)  selected 
or  approved  by  it  to  the  effect  that  the  rights  and 
security  of  the  bondholders  and  of  the  Trustee  here- 
under will  not  be  impaired  thereby,  shall  cancel  or  re- 
lease all  or  any  of  the  shares  of  stock,  bonds  and 
other  securities  in  its  possession,  and  the  certificates 
therefor,  issued  by  the  subsidiary  company  whose  prop- 
erty shall  have  been  so  conveyed,  and  thereafter  such 
company  shall  cease  to  be  a subsidiary  company  within 
the  meaning  of  any  provision  of  this  indenture. 

ARTICLE  IX. 

Remedies  in  Case  of  Default. 

Section  72.  In  case  any  one  or  more  of  the  following  Defaults, 
events  shall  occur  and  shall  continue  for  the  period,  if 
any,  provided  therefor  (herein  called  defaults) : 

(1)  Default  in  the  payment  of  the  principal  of 
any  of  the  First  Mortgage  Bonds,  whether  at  ma- 
turity, or  in  consequence  of  a default,  pursuant  to 
notice  of  redemption  or  otherwise,  or  default 
in  the  payment  of  any  interest  on  any  of  the  First 
Mortgage  Bonds  (other  than  those  pledged  here- 
under) and  such  default  in  the  payment  of  interest 
shall  continue  for  ninety  days; 

(2)  Default  in  the  payment  of  the  principal  of 
any  of  the  bonds  hereby  secured  when  due, 
whether  at  maturity  or  in  consequence  of  a default, 
pursuant  to  notice  of  redemption  or  otherwise, 
or  in  the  payment  of  any  instalment  of  interest 
on  any  of  the  bonds  hereby  secured,  and  such  de- 


Article  IX. 


200 


fault  in  the  payment  of  interest  shall  continue  for 
ninety  days; 

(3)  Default  in  the  observance  or  performance 
of  any  other  of  the  covenants,  agreements  or  con- 
ditions upon  the  part  of  the  Mortgagor  in  the 
First  Mortgage  or  in  this  indenture  contained, 
and  such  last  mentioned  default  shall  continue  for 
ninety  days  after  notice  to  it  from  the  Trustee 
or  any  bondholder ; or 

(4)  By  decree  of  any  court  of  competent  juris- 
diction the  Mortgagor  shall  be  adjudicated  a bank- 
rupt or  a receiver  of  the  Mortgagor  or  of  its  prop- 
erty shall  be  appointed  and  such  decree  shall  have 
been  continued  in  effect  for  ninety  days,  or  the 
Mortgagor  shall  file  a voluntary  petition  in  bank- 
ruptcy or  shall  make  an  assignment  for  the  benefit 
of  creditors ; 

Principal  then  the  Trustee  may,  and  upon  request  of  the  holders 
declared  due.  twenty-five  per  cent.  (25%)  in  principal  amount  of 
the  bonds  then  outstanding  hereunder,  shall,  by  notice 
in  writing  delivered  to  the  Mortgagor,  declare  the  entire 
principal  sum  secured  hereby  and  the  interest  accrued 
thereon  immediately  due  and  payable,  and  the  said  en- 
tire principal  and  interest  shall  thereupon  become  and 
be  immediately  due  and  payable;  subject,  however,  to 
the  right  of  the  holders  of  a majority  in  principal  amount 
of  said  bonds  by  written  notice  to  the  Mortgagor  and  to 
the  Trustee  to  annul  such  declaration  and  destroy  its 
effect  at  any  time  before  any  sale  hereunder,  if  before 
any  such  sale  all  bonds  have  been  paid  which  by  their 
terms  have  matured  and  all  agreements  with  respect  to 
which  default  shall  have  been  made  shall  have  been  fully 
performed,  and  all  arrears  of  interest  upon  all  bonds 
outstanding  hereunder  and  the  reasonable  expenses  and 
charges  of  the  Trustee,  its  agents  and  attorneys,  and  all 


201 


Article  IX. 


other  indebtedness  secured  hereby,  except  the  principal 
of  said  bonds  so  declared  due  and  the  interest  accrued 
thereon  since  the  last  interest  day,  shall  be  paid,  or  the 
amount  thereof  shall  be  paid  to  the  Trustee  for  the 
benefit  of  those  entitled  thereto. 

Section  73.  If  the  Mortgagor  shall  be  in  default  as  Right  to 
provided  in  Section  72  hereof,  the  Mortgagor,  upon  de- P°®ses' 
mand  of  the  Trustee,  shall,  subject  to  the  provisions  of  operate, 
the  First  Mortgage,  forthwith  surrender  to  the  Trustee 
the  actual  possession  of,  and  it  shall  be  lawful  for  the 
Trustee  by  such  officer  or  agent  as  it  may  appoint,  to  take 
possession  of  all  the  mortgaged  property  (with  the  books, 
papers  and  accounts  of  the  Mortgagor),  and  to  hold,  op- 
erate and  manage  the  same,  and  from  time  to  time  make 
all  needful  repairs,  and  such  alterations,  additions  and 
improvements  as  to  it  shall  seem  wise;  and  to  receive 
the  rents,  income,  issues  and  profits  thereof,  and  out  of 
the  same  to  pay  all  proper  costs  and  expenses  of  so  tak- 
ing, holding  and  managing  the  same,  including  reason- 
able compensation  to  the  Trustee,  its  agents  and  counsel, 
and  any  charges  of  the  Trustee  hereunder,  and  any  taxes 
and  assessments  and  other  charges  prior  to  the  lien  of 
this  indenture  which  the  Trustee  may  deem  it  wise  to 
pay,  and  all  expenses  of  such  repairs,  alterations,  addi- 
tions and  improvements,  and  to  apply  the  remainder  of 
the  moneys  so  received  by  it,  first  to  the  payment  of  the 
instalments  of  interest  which  are  due  and  unpaid,  in  the 
order  of  their  maturity,  with  interest  after  maturity  at 
the  same  rate  borne  by  the  bonds  which  are  overdue 
(except  as  otherwise  provided  in  Section  33  hereof  with 
respect  to  extended,  pledged  and  transferred  coupons), 
and  next  (if  the  principal  of  said  bonds  is  not  due)  to  the 
discharge  of  any  overdue  payments  to  the  improve- 
ment and  sinking  fund;  and,  if  the  principal  of  said 
bonds  is  due,  to  the  payment  of  said  principal 


Article  IX. 


202 


pro  rata  without  any  preference  or  priority  whatever. 
Whenever  all  that  is  due  upon  such  bonds  and  instal- 
ments of  interest  and  improvement  and  sinking  fund 
payments  shall  have  been  paid,  the  Trustee  shall  surren- 
der possession  to  the  Mortgagor,  its  successors  or  as- 
signs; the  same  right  of  entry,  however,  to  exist  upon 
any  subsequent  default. 

Right  of  Section  74.  If  the  Mortgagor  shall  be  in  default 

SiStpiedged as  provided  in  Section  72  hereof,  it  shall  be  lawful 

securities,  for  the  Trustee,  without  previous  demand  upon  the 
Mortgagor,  upon  the  notice  hereinafter  provided,  to 
sell  such  of  the  pledged  securities  as  it  may  elect  or  as 
may  be  directed  by  the  holders  of  the  majority  in  prin- 
cipal amount  of  the  bonds  then  outstanding  hereun- 
der, as  hereinafter  provided  in  Section  77  hereof, 
either  at  public  or  private  sale  in  its  discretion,  and 
upon  any  such  sale  the  Trustee  may  assign,  transfer 
and  deliver  such  securities  to  the  purchaser.  Such  no- 
tice in  case  of  public  sale  shall  state  the  time  and  place 
fixed  therefor  and  in  case  of  private  sale  shall  state  the 
broker’s  board  at  which  it  is  to  be  made  and  the  day 
on  which  the  securities  will  first  be  offered  for  sale  there- 
on, and  in  each  case  shall  be  deemed  sufficiently  given  if 
mailed  at  least  thirty  days  before  the  date  of  sale  in  the 
City  of  New  York,  postage  prepaid,  addressed  to  the 
Mortgagor  at  No.  120  Broadway,  City  of  New  York,  and 
at  Birmingham,  Alabama,  or  at  such  other  address  as  the 
Mortgagor  may  have  given  to  the  Trustee  for  notices  un- 
der this  indenture.  The  Trustee  shall  not,  however,  be 
obliged  to  make  any  sale  pursuant  to  such  notice.  The 
Trustee  may  adjourn  such  public  sale  or  cause 
the  same  to  be  adjourned  from  time  to  time  with- 
out publication,  but  upon  ten  days’  notice  given  as 
aforesaid,  and  such  sale  may  be  made  at  the  time  and 
place  to  which  it  may  have  been  adjourned.  At  any  such 


203 


Article  IX. 


public  sale  the  Trustee  or  any  of  the  holders  of  bonds 
issued  hereunder,  or  its  or  their  agents  or  assigns,  may 
bid  for  and  purchase  any  of  the  securities  offered  for  sale 
and  upon  compliance  with  the  terms  of  sale  may  hold,  re- 
tain and  dispose  of  the  securities  purchased  without  fur- 
ther accountability. 


Section  75.  If  the  Mortgagor  shall  be  in  default  as  Right  of 
provided  in  Section  72  hereof,  it  shall  be  lawful  ^™s^®rtt0 
for  the  Trustee,  by  such  officer  or  agent  as  it  maygaged  prop- 

• • ertv 

appoint,  with  or  without  entry,  to  sell  all  the  mort- 
gaged and  pledged  property,  as  an  entirety  or  in  such 
parcels  as  the  holders  of  a majority  in  principal  amount 
of  bonds  outstanding  hereunder  shall  in  writing  re- 
quest, as  provided  in  Section  77  hereof,  or  in  the  ab- 
sence of  such  request  as  the  Trustee  may  determine,  at 
public  auction,  at  some  convenient  place  in  the  City  of 
Birmingham,  Alabama,  or  such  other  place  or  places  as 
may  be  permitted  or  required  by  law,  having  first  given 
notice  of  such  sale  by  publication  in  at  least  one  news- 
paper published  in  the  City  of  Birmingham,  at  least  once 
a week  for  four  weeks  next  preceding  such  sale,  and  by 
like  publication  in  at  least  one  daily  newspaper  pub- 
lished in  the  City  of  New  York  (in  the  Borough  of  Man- 
hattan), and  any  other  notice  which  may  be  required 
by  law,  and  from  time  to  time  to  adjourn  such  sale  or 
sales  in  its  discretion  without  further  notice  except  such 
as  may  be  required  by  law,  and  upon  such  sale  or  sales 
to  make  and  deliver  to  the  purchaser  or  purchasers  a 
good  and  sufficient  deed  or  deeds  or  instruments  of  trans- 
fer for  the  same,  which  sale  or  sales  shall  be  a perpetual 
bar,  both  at  law  and  in  equity,  against  the  Mortgagor, 
and  all  persons  and  corporations  lawfully  claiming  or 
to  claim  by,  through  or  under  it. 


Article  IX. 


204 


Right  of 
Trustee  to 
institute 
judicial 
proceed- 
ings. 


Remedies 

cumulative. 


Delay  in 
exercising 
rights — no 
waiver. 


Section  76.  In  case  of  the  breach  of  any  of  the  cov- 
enants or  conditions  of  this  indenture,  the  Trustee  shall 
have  the  right  and  power  to  take  appropriate  judicial 
proceedings  for  the  enforcement  of  its  rights  and  the 
rights  of  the  bondholders  hereunder.  If  a default  shall 
occur  as  defined  in  Section  72  hereof,  the  Trustee  may 
either  after  entry,  or  without  entry,  proceed  by  suit 
or  suits  at  law  or  in  equity  to  enforce  payment  of  the 
bonds  then  outstanding  hereunder  and  to  foreclose  this 
mortgage  and  to  sell  the  mortgaged  and  pledged  property 
under  the  judgment  or  decree  of  a court  of  competent 
jurisdiction;  and  it  shall  be  obligatory  upon  the  Trus- 
tee to  take  action,  either  by  such  proceedings  or  by  the 
exercise  of  its  powers  with  respect  to  entry  or  sale,  as 
it  may  determine,  upon  being  requested  so  to  do  by  the 
holders  of  twenty-five  per  cent.  (25%)  in  principal 
amount  of  the  bonds  then  outstanding  hereunder  and 
upon  being  indemnified  as  hereinafter  provided.  No 
bondholder  or  bondholders  shall  be  entitled  to  take  any 
such  proceedings  except  in  case  of  refusal  or  neglect  of 
the  Trustee  to  act  after  such  continued  breach  and  such 
request  and  tender  of  indemnity]  as  aforesaid. 

No  remedy  by  the  terms  of  this  indenture  conferred 
upon  or  reserved  to  the  Trustee  (or  to  the  bondholders), 
is  intended  to  be  exclusive  of  any  other  remedy,  but  each 
and  every  such  remedy  shall  be  cumulative,  and  may  be 
exercised,  in  so  far  as  permitted  by  law,  concurrently 
or  without  regard  to  sequence  and  shall  be  in  addition 
to  any  other  remedy  given  hereunder  or  now  or  here- 
after existing  at  law  or  in  equity  or  by  statute. 

No  delay  or  omission  to  exercise  any  right  or  power 
accruing  upon  any  default  continuing  as  aforesaid,  shall 
impair  any  such  right  or  power  or  shall  be  construed  to 
be  a waiver  of  any  such  default  or  acquiescence  therein; 
and  every  such  right  and  power  may  be  exercised  from 
time  to  time  and  as  often  as  may  be  deemed  expedient. 


205 


Article  IX. 


Section  77.  Anything  in  this  indenture  to  the  contrary  Direction 
notwithstanding,  the  holders  of  a maj  ority  in  principal  of  bond^^7 
amount  of  the  bonds  then  outstanding  hereunder  shall holders- 
have  the  right,  by  an  instrument  in  writing  executed 
and  delivered  to  the  Trustee,  to  direct  the  method  and 
place  of  conducting  all  proceedings  to  be  taken  for  any 
sale  of  the  mortgaged  and  pledged  property,  or  for  the 
foreclosure  of  this  indenture,  or  for  the  appointment 
of  a receiver,  or  any  other  proceedings  hereunder ; pro- 
vided that  such  direction  shall  not  be  otherwise  than  in 
accordance  with  the  provisions  of  law  or  of  this  indenture. 

Section  78.  If  the  Mortgagor  shall  be  in  de-  Appoint- 
fault  as  provided  in  Section  72  hereof,  then  upon  the  fil-™j^r  of  re' 
ing  of  a bill  in  equity,  or  other  commencement  of  judicial 
proceedings  to  enforce  the  rights  of  the  Trustee  and  of 
the  bondholders  under  this  indenture,  the  Trustee  shall  be 
entitled,  as  a matter  of  right,  to  the  appointment  of  a 
receiver  or  receivers  of  the  mortgaged  property,  and  of 
the  income,  rents,  issues  and  profits  thereof,  pending  such 
proceedings,  with  such  powers  as  the  court  making  such 
appointment  shall  confer. 

Section  79.  Upon  any  sale  being  made  either  under  the  Bonds  due 
power  of  sale  hereby  given  or  under  judgment  or  decree  ent  of 
in  any  judicial  proceedings  for  foreclosure  or  otherwise 
for  the  enforcement  of  this  indenture,  the  principal  of 
all  bonds  then  outstanding  hereunder  shall  at  once  become 
and  be  immediately  due  and  payable. 

Section  80.  Upon  any  sale  made  either  under  the  Purchase  by 
„ , , , i . i . , . bondholders 

power  of  sale  hereby  given  or  under  judgment  or  decree  m0r  Trustee. 

any  judicial  proceedings  for  foreclosure  or  otherwise  for 

the  enforcement  of  this  indenture,  any  bondholder  or 

bondholders  or  the  Trustee  may  bid  for  and  purchase  the 

mortgaged  and  pledged  property  or  any  thereof,  and 

upon  compliance  with  the  terms  of  sale  may  hold,  retain 


Article  IX. 


206 


and  possess  and  dispose  of  such  property  in  their  or  its 
own  absolute  right  without  further  accountability,  and 
any  purchaser  at  any  such  sale  may,  in  paying  purchase 
money,  turn  in  any  of  the  bonds  and  coupons  outstanding 
hereunder  in  lieu  of  cash  to  the  amount  which  shall,  upon 
distribution  of  the  net  proceeds  of  such  sale,  be  payable 
thereon,  subject  however  to  the  provisions  in  respect  to 
extended,  pledged  and  transferred  coupons  contained  in 
Section  33  hereof.  Said  bonds  and  coupons,  in  case  the 
amount  so  payable  thereon  shall  be  less  than  the  amount 
due  thereon,  shall  be  returned  to  the  holders  thereof 
after  being  properly  stamped  to  show  partial  payment. 


Purchaser 
protected 
by  the  re- 
ceipt of 
Trustee. 


Section  81.  Upon  any  sale  made  either  under  the 
power  of  sale  hereby  given  or  under  judgment  or  decree  in 
any  judicial  proceedings  for  the  foreclosure  or  otherwise 
for  the  enforcement  of  this  indenture,  the  receipt  of  the 
Trustee  or  of  the  officer  making  such  sale  shall  be  a suf- 
ficient discharge  to  the  purchaser  or  purchasers  at  any 
sale  for  his  or  their  purchase  money  and  such  purchaser 
or  purchasers,  his  or  their  assigns  or  personal  repre- 
sentatives, shall  not,  after  paying  such  purchase  money 
and  receiving  such  receipt  of  the  Trustee  or  of  such  of- 
ficer therefor,  be  obliged  to  see  to  the  application  of  such 
purchase  money,  or  be  in  any  wise  answerable  for  any 
loss,  misapplication  or  non-application  thereof. 


Application 
of  proceeds 
of  sale  un- 
der fore- 
closure. 


Section  82.  The  proceeds  of  any  sale  made  cither 
under  the  power  of  sale  hereby  given,  or  under  judgment 
or  decree  in  any  judicial  proceeding  for  the  foreclosure 
or  otherwise  for  the  enforcement  of  this  indenture,  to- 
gether with  any  other  amounts  of  cash  which  may  then 
be  held  by  the  Trustee  as  part  of  the  mortgaged  and 
pledged  property,  shall  be  applied  as  follows: 


First. — To  the  payment  of  all  taxes,  assessments 
or  liens  prior  to  the  lien  of  this  indenture,  except 
those  subject  to  which  such  sale  shall  have  been 


207 


Article  IX. 


made,  and  of  all  the  costs  and  expenses  of  such 
sale,  including  reasonable  compensation  to  the 
Trustee,  its  agents  and  attorneys,  and  of  all  other 
sums  payable  to  the  Trustee  hereunder  by  reason 
of  any  expenses  or  liabilities  incurred  or  advances 
made  in  connection  with  the  management  or  ad- 
ministration of  the  trusts  hereby  created; 

Second. — To  the  payment  in  full  of  the  amounts 
then  due  and  unpaid  for  principal  and  interest 
upon  the  bonds  then  outstanding  hereunder,  with 
interest  on  overdue  instalments  of  interest  at  the 
same  rate  borne  by  the  bonds  which  are  overdue; 
and  in  case  such  proceeds  shall  be  insufficient  to  pay 
in  full  the  amounts  so  due  and  unpaid,  then  to  the 
payment  thereof  ratably,  without  preference  or 
priority  of  principal  over  interest,  or  of  interest 
over  principal,  or  of  any  instalment  of  interest 
over  any  other  instalment  of  interest,  except  as 
provided  in  Section  33  hereof ; and 

Third. — Any  surplus  thereof  remaining  to  the 
Mortgagor,  its  successors  or  assigns,  or  to  whom- 
soever may  be  lawfully  entitled  to  receive  the 
same. 

Section  83.  If  the  Mortgagor  shall  be  in  default  as  waiver  of 
provided  in  Section  72  hereof,  neither  the  Mortgagor  nor^w^tc0” 
any  one  claiming  through  or  under  it  shall  or  will  set  up, 
claim  or  seek  to  take  advantage  of  any  appraisement, 
valuation,  stay,  extension  or  redemption  laws  now  or 
hereafter  in  force  in  any  locality  where  any  of  the  mort- 
gaged and  pledged  property  may  be  situated,  in  order 
to  prevent  or  hinder  the  enforcement  or  foreclosure  of 
this  indenture,  or  the  absolute  sale  of  the  mortgaged 
and  pledged  property  hereby  conveyed,  or  the  final  and 
absolute  putting  into  possession  thereof,  immediately 
after  such  sale,  of  the  purchaser  or  purchasers  thereat. 


Article  IX. 


208 


Mortgagor 
to  pay  prin- 
cipal and  in- 
terest upon 
default. 


When  Trus- 
tee may  re- 
cover judg- 
ment. 


but  the  Mortgagor,  for  itself  and  all  who  may  claim 
through  or  under  it,  hereby  waives  the  benefit  of  all 
such  laws.  And  the  Mortgagor,  for  itself  and  all  who 
may  claim  through  or  under  it,  waives  any  and  all  right 
to  have  the  estates  comprised  in  the  security  intended 
to  be  created  hereby  marshaled  upon  any  foreclosure 
of  the  lien  hereof,  and  agrees  that  any  court  having 
jurisdiction  to  foreclose  such  lien  may  sell  the  mort- 
gaged and  pledged  property  as  an  entirety. 

Section  84.  The  Mortgagor  covenants  that  if  default 
’shall  be  made  in  the  payment  of  any  principal  hereby 
secured  when  the  same  shall  become  payable,  whether 
by  the  maturity  of  said  bonds  or  by  declaration  as  au- 
thorized by  this  indenture,  or  in  case  of  a sale  as  pro- 
vided in  Section  79  hereof,  then  upon  demand  of 
the  Trustee,  the  Mortgagor  will  pay  to  the  Trustee, 
for  the  benefit  of  the  holders  of  the  bonds  and  coupons 
then  outstanding  hereunder,  the  whole  amount  due  and 
payable  on  all  such  bonds  and  coupons  for  principal  and 
interest,  with  interest  upon  the  overdue  principal  and 
instalments  of  interest  at  the  same  rate  borne  by  the 
bonds  which  are  overdue ; and  in  case  the  Mortgagor 
shall  fail  to  pay  the  same  forthwith  upon  such  demand, 
the  Trustee  in  its  own  name  and  as  trustee  of  an  ex- 
press trust  shall  be  entitled  to  sue  for  and  to  recover 
judgment  for  the  whole  amount  so  due  and  unpaid. 

The  Trustee  shall  be  entitled  to  sue  and  recover  judg- 
ment as  aforesaid  either  before  or  after  or  during  the 
pendency  of  any  proceedings  for  the  enforcement  of  the 
lien  of  this  indenture  upon  the  mortgaged  and  pledged 
property,  and  in  case  of  a sale  of  any  of  the  mortgaged 
and  pledged  property  and  of  the  application  of  the  pro 
ceeds  of  sale  to  the  payment  of  the  debt  hereby  secured, 
the  Trustee  in  its  own  name  and  as  trustee  of  an  express 
trust,  shall  be  entitled  to  enforce  payment  of  and  to  receive 
all  amounts  then  remaining  due  and  unpaid  upon  any  and 


209 


Article  IX. 


all  the  bonds  and  coupons  then  outstanding  hereunder, 
for  the  benefit  of  the  holders  thereof,  and  the  Trustee 
shall  be  entitled  to  recover  judgment  for  any  portion  of 
the  debt  remaining  unpaid  with  interest.  No  recovery 
of  any  such  judgment  by  the  Trustee  and  no  levy  of  any 
execution  upon  any  such  judgment  upon  any  of  the  mort- 
gaged and  pledged  property  or  upon  any  other  property, 
shall  in  any  manner  or  to  any  extent  affect  the  lien  of 
this  indenture  upon  the  mortgaged  and  pledged  property 
or  any  part  thereof,  or  any  rights,  powers  or  remedies  of 
the  Trustee  hereunder,  or  any  lien,  rights,  powers  or 
remedies  of  the  holders  of  the  said  bonds,  but  such  lien, 
rights,  powers  and  remedies  of  the  Trustee  and  of  the 
bondholders  shall  continue  unimpaired  as  before. 

Any  moneys  thus  collected  by  the  Trustee  or  received  Application 
by  the  Trustee  under  this  Section  84,  shall  be  applied  by  collected 8 
the  Trustee,  first,  to  the  payment  of  the  expenses,  dis- 
bursements and  compensation  of  the  Trustee,  and  its 
agents  and  attorneys,  and,  second,  toward  payment  of  the 
amounts  then  due  and  unpaid  upon  such  bonds  and  cou- 
pons in  respect  of  which  such  moneys  shall  have  been 
collected,  ratably  and  without  any  preference  or  priority 
of  any  kind  (except  as  provided  in  Section  33  hereof), 
according  to  the  amounts  due  and  payable  upon 
such  bonds  and  coupons,  respectively,  at  the  date 
fixed  by  the  Trustee  for  the  distribution  of  such 
moneys,  upon  presentation  of  the  several  bonds  and  cou- 
pons and  stamping  such  payment  thereon,  if  partly  paid, 
and  upon  surrender  thereof,  if  fully  paid. 

Section  85.  It  is  expressly  provided  and  declared,  any  Limitation 
provision  of  the  bonds  or  coupons  outstanding  hereunder  of°bondRht 
or  of  this  indenture  to  the  contrary  notwithstanding,  that  .hol‘!®rs!  t0 

^ 07  institute  pro- 

no  holder  of  any  bond  or  coupon  shall  have  any  right  ceedings. 
to  institute  any  suit,  action  or  proceeding  in  equity  or 
at  law  for  the  foreclosure  of  this  indenture  or  for  the 
execution  of  any  trust  hereof  or  for  the  appointment  of 


Article  IX. 


210 


Waiver 

period 

grace. 


a receiver  or  any  other  remedy  hereunder,  unless  such 
holder  shall  have  previously  given  to  the  Trustee  written 
notice  of  such  default  and  of  the  continuance  thereof  as 
hereinbefore  provided  nor  unless  also  the  holders  of 
twenty-five  per  cent.  (25%)  in  principal  amount  of  the 
bonds  then  outstanding  hereunder  shall  have  made  writ- 
ten request  to  the  Trustee  and  shall  have  offered  it 
reasonable  opportunity  either  to  proceed  to  exercise 
the  powers  hereinbefore  granted  or  to  institute  such 
action,  suit  or  proceeding  in  its  own  name;  nor  unless 
also  they  shall  have  offered  to  the  Trustee  adequate 
security  and  indemnity  against  the  costs,  expenses 
and  liabilities  to  be  incurred  therein  or  thereby ; and  such 
notification,  request  and  offer  of  indemnity  are  hereby 
declared  in  every  such  case  at  the  option  of  the  Trustee 
to  be  conditions  precedent  to  the  execution  of  the  powers 
and  trusts  of  this  indenture,  and  to  any  action  or  cause 
of  action  for  foreclosure  or  for  the  appointment  of  a 
receiver  or  for  any  other  remedy  hereunder;  it  being 
understood  and  intended  that  no  one  or  more  hold- 
ers of  the  bonds  or  coupons  shall  have  any  right  in 
any  manner  whatsoever  to  affect,  disturb  or  prejudice 
the  lien  of  this  indenture  by  his  or  their  action  or  to  en- 
force any  right  hereunder  except  in  the  manner  herein 
provided,  and  that  all  proceedings  at  law  or  in  equity 
shall  be  instituted,  had  and  maintained  in  the  manner 
herein  provided  and  for  the  equal  benefit  of  all  holders 
of  outstanding  bonds  and  coupons. 

Section  86.  Anything  to  the  contrary  herein  notwith- 
standing the  Mortgagor  shall  be  entitled,  if  permitted  by 
law,  to  waive  any  period  of  grace  provided  for  in  this 
Article  IX,  if  any,  upon  the  expiration  of  which  the  Trus- 
tee may  avail  itself  of  the  remedies  herein  contained. 


211 


Article  X. 


ARTICLE  X. 

Evidence  of  Rights  of  Bondholders  and  Ownership  of 

Bonds. 

Section  87.  Any  request,  declaration  or  other  instru- instruments 
ment,  which  this  indenture  may  require  or  permit  to  be^®cduted  by 
signed  and  executed  by  the  bondholders,  may  be  in  anvhoMers- 
number  of  concurrent  instruments  of  similar  tenor,  and 
may  be  signed  or  executed  by  such  bondholders  in  person 
or  by  attorney  appointed  in  writing.  Proof  of  the  execu- 
tion of  any  such  request  or  other  instrument,  or  of  a 
writing  appointing  any  such  attorney,  or  of  the  holding 
by  any  person  of  the  bonds  or  coupons  appertaining 
thereto,  may  be  accepted  by  the  Mortgagor  and/or  the 
Trustee  as  sufficient  for  any  purpose  of  this  mortgage 
if  made  in  the  following  manner: 

(a)  The  fact  and  date  of  the  execution  by  any 
person  of  such  request  or  other  instrument  or 
writing  may  be  proved  by  the  certificate  of  any 
notary  public,  or  other  officer  authorized  to  take 
acknowledgments  of  deeds  to  be  recorded  in  any 
State,  that  the  person  signing  such  request  or 
other  instrument  acknowledged  to  him  the  execu- 
tion thereof,  or  by  an  affidavit  of  a witness  of  such 
execution ; 

(b)  The  amount  of  bonds  transferable  by  de- 
livery held  by  any  person  executing  such  request 
or  other  instrument  as  a bondholder,  and  the  issue 
numbers  thereof,  held  by  such  person,  and  the 
date  of  his  holding  the  same,  may  be  proven  by  a 
certificate  executed  by  any  trust  company,  bank, 
bankers  or  other  depositary  wherever  situated, 
if  such  certificate  shall  be  deemed  by  the  Trustee 
to  be  satisfactory,  showing  that  at  the  date  therein 
mentioned  such  person  had  on  deposit  with  such 


Article  X. 


212 


depositary,  the  bonds  described  in  such  certificate. 
The  Mortgagor  and  the  Trustee  may  never- 
theless in  their  separate  discretion  require 
further  proof  in  cases  where  they  deem  fur- 
ther proof  desirable.  The  ownership  of  regis- 
tered bonds  shall  be  proved  by  the  registry  books. 

Any  request,  consent  or  vote  of  the  owner  of 
any  bond  shall  bind  all  future  owners  of  the  same 
instrument  in  respect  of  anything  done  or  suf- 
fered by  the  Mortgagor  or  the  Trustee  in  pursu- 
ance thereof. 


Bearer  of 
coupon  bond 
deemed  to 
be  owner. 


Person  in 
whose  name 
bond  regis- 
tered deemed 
to  be  owner. 


Section  88.  The  Mortgagor  and  the  Trustee  may  deem 
and  treat  the  bearer  of  any  coupon  bond  outstanding  here- 
under, which  shall  not  at  the  time  be  registered  in  the 
name  of  the  owner  thereof  as  hereinbefore  authorized,  and 
the  holder  of  any  coupon  for  interest  on  any  such  bond, 
whether  such  bond  shall  be  registered  or  not,  as  the  abso- 
lute owner  of  such  bond  or  coupon,  as  the  case  may  be, 
for  the  purpose  of  receiving  payment  thereof  or  on  ac- 
count thereof  and  for  all  other  purposes,  and  neither 
the  Mortgagor  nor  the  Trustee  shall  be  affected  by  any 
notice  to  the  contrary. 

The  Mortgagor  and  the  Trustee  may  deem  and  treat  the 
person  in  whose  name  any  registered  bond  without  cou- 
pons outstanding  hereunder  shall  be  registered  upon  the 
books  of  the  Mortgagor  as  hereinbefore  provided,  as  the 
absolute  owner  of  such  bond  for  the  purpose  of  receiving 
payment  of  or  on  account  of  the  principal  of  and  interest 
on  such  bond  and  for  all  other  purposes,  and  they  may 
deem  and  treat  the  person  in  whose  name  any  coupon  bond 
shall  be  so  registered  as  the  absolute  owner  thereof  for 
the  purpose  of  receiving  payment  of  or  on  account  of  the 
principal  thereof  and  for  all  other  purposes,  except  to 
receive  payment  of  interest  represented  by  outstanding 
coupons ; and  all  such  payments  so  made  to  any  such  reg- 
istered holder  or  upon  his  order,  shall  be  valid  and  effec- 
tual to  satisfy  and  discharge  the  liability  upon  such  bond 


213 


Articles  X and  XI. 


to  the  extent  of  the  sum  or  sums  so  paid,  and  neither  the 
Mortgagor  nor  the  Trustee  shall  be  affected  by  any  notice 
to  the  contrary. 

Neither  the  Mortgagor  nor  the  Trustee  shall  be  bound  Mortgagor 
to  recognize  any  person  as  the  holder  of  a bond  out-^  Jerquus^fee 
standing  hereunder  unless  and  until  his  bond  is  submit- bondholder 
ted  for  inspection,  if  required,  and  his  title  thereto  satis- bond^for^m- 
factorily  established,  if  disputed.  spection. 

ARTICLE  XI. 

Immunity  of  Incorporators,  Stockholders,  Officers 

and  Directors. 

Section  89.  No  recourse  under  or  upon  any  immunity  of 
obligation,  covenant  or  agreement  contained  in  this  tors  etea 
indenture,  or  in  any  bond  or  coupon  hereby 
secured,  or  because  of  the  creation  of  any  indebted- 
ness hereby  secured,  shall  be  had  against  any  in- 
corporator, stockholder,  subscriber  to  capital  stock, 
officer  or  director  past,  present  or  future  of  the  Mort- 
gagor, or  of  any  successor  corporation,  either  directly 
or  through  the  Mortgagor,  by  the  enforcement  of  any 
assessment  or  by  any  legal  or  equitable  proceeding  by 
virtue  of  any  statute,  contract  of  subscription  or  other- 
wise; it  being  expressly  agreed  and  understood  that  this 
mortgage,  and  the  obligations  hereby  secured,  are  solely 
corporate  obligations,  and  that  no  personal  liability 
whatever  shall  attach  to,  or  be  incurred  by,  the  incor- 
porators, stockholders,  subscribers  to  capital  stock,  offi- 
cers or  directors  of  the  Mortgagor,  or  of  any  successor 
corporation,  or  any  of  them,  because  of  the  incurring 
of  the  indebtedness  hereby  authorized,  or  under  or  by 
reason  of  any  of  the  obligations,  covenants  or  agree- 
ments contained  in  this  indenture  or  in  any  of  the  bonds 
or  coupons  hereby  secured,  or  implied  therefrom;  and 
that  any  and  all  personal  liability  of  every  name  and 


Articles  XI  and  XII.  214 


nature,  and  any  and  all  rights  and  claims  against  every 
such  incorporator,  stockholder,  subscriber  to  capital 
stock,  officer  or  director,  whether  arising  at  common 
law  or  in  equity,  or  created  by  statute,  contract  of  sub- 
scription or  constitution,  are  expressly  released  and 
waived  as  a condition  of,  and  as  part  of  the  consideration 
of,  the  execution  of  this  indenture  and  the  issue  of  the 
bonds  and  interest  obligations  secured  hereby. 

ARTICLE  XII. 

Effect  of  Merger,  Consolidation,  Etc. 

Mortgagor  Section  90.  Nothing  in  this  indenture  shall  prevent 

soikiato”  etc.any  consolidation  or  merger  of  the  Mortgagor  with  or 
into  any  corporation  (including  a subsidiary  company) 
having  corporate  authority  to  carry  on  any  of  the  busi- 
nesses mentioned  in  paragraph  (1)  of  Section  18 
hereof,  or  any  conveyance,  transfer  or  lease,  sub- 
ject to  this  indenture,  of  all  the  mortgaged  and 
pledged  property  as  an  entirety  to  any  corporation  (in- 
cluding a subsidiary  company)  lawfully  entitled  to  ac- 
quire or  lease  and  operate  the  same;  provided,  however, 
and  the  Mortgagor  covenants  and  agrees,  that  such  con- 
solidation, merger,  conveyance,  transfer  or  lease  shall 
be  upon  such  terms  as  fully  to  preserve  and  in  no  respect 
to  impair  the  lien,  efficiency  or  security  of  this  indenture, 
or  any  of  the  rights  or  powers  of  the  Trustee  or  the  bond- 
holders hereunder ; and  provided,  further,  that  any  such 
lease  shall  be  made  expressly  subject  to  immediate  ter- 
mination by  the  Mortgagor  or  by  the  Trustee  at  any  time 
during  the  continuance  of  a default  hereunder,  and  also 
by  the  purchaser  of  the  property  so  leased  at  any  sale 
thereof  hereunder,  whether  such  sale  be  made  under  the 
power  of  sale  hereby  conferred  or  under  judicial  pro- 
ceedings; and  provided,  further,  that,  upon  any  such  con- 
solidation, merger,  conveyance  or  transfer,  or  upon  any 


215 


Article  XII. 


such  lease  the  term  of  which  extends  beyond  the  date  of 
maturity  of  the  bonds  secured  hereby,  and  then  outstand- 
ing, the  due  and  punctual  payment  of  the  princi- 
pal and  interest  of  all  of  said  bonds  according 
to  their  tenor,  and  the  due  and  punctual  perform- 
ance and  observance  of  all  the  covenants  and  con- 
ditions of  this  indenture  to  be  kept  or  performed  by 
the  Mortgagor,  shall  be  assumed  by  the  corporation  form- 
ed by  such  consolidation  or  into  which  such  merger  shall 
have  been  made,  or  acquiring  all  the  mortgaged  and 
pledged  property  as  an  entirety,  as  aforesaid,  or  by  the 
lessee  under  any  such  lease  the  term  of  which  extends 
beyond  the  date  of  maturity  of  the  bonds  secured  hereby. 

Section  91.  In  case  the  Mortgagor,  pursuant  to  Sec- Rights  of 
tion  90  hereof,  shall  be  consolidated  with  or  merged  corporation, 
into  any  other  corporation,  or  shall  convey  or  transfer, 
subject  to  the  lien  of  this  indenture,  all  the  mortgaged 
and  pledged  property,  as  an  entirety,  the  successor  cor- 
poration formed  by  such  consolidation,  or  into  which  the 
Mortgagor  shall  have  been  merged,  or  which  shall  have 
received  a conveyance  or  transfer  as  aforesaid — upon 
executing  and  causing  to  be  recorded  an  indenture  with 
the  Trustee,  satisfactory  to  the  Trustee,  whereby  such 
successor  corporation  shall  assume  and  agree  to  pay, 
duly  and  punctually  the  principal  and  interest  of  the 
bonds  issued  hereunder  in  accordance  with  the  provi- 
sions of  said  bonds  and  coupons  and  this  indenture,  and 
shall  agree  to  perform  and  fulfill  all  the  covenants  and 
conditions  of  this  indenture  binding  upon  the  Mortgagor 
— shall  succeed  to  and  be  substituted  for  the  Mortgagor, 
with  the  same  effect  as  if  it  had  been  named  herein  as  the 
mortgagor  company,  and  such  successor  corporation 
thereupon  may  cause  to  be  executed,  issued  and  delivered, 
either  in  its  own  name  or  in  the  name  of  Alabama  Power 
Company,  any  or  all  of  such  bonds  which  shall  not  there- 
tofore have  been  executed  by  the  Mortgagor  and  certified 


Article  XII. 


216 


Provisos. 


by  the  Trustee,  and  upon  the  order  of  such  successor  cor- 
poration in  lieu  of  the  Mortgagor,  and  subject  to  all  the 
terms,  conditions  and  restrictions  in  this  indenture  pre- 
scribed, concerning  the  certification  and  delivery  of 
bonds,  the  Trustee  shall  certify  and  deliver  any  of  such 
bonds  which  shall  have  been  previously  signed  and  de- 
livered by  the  officers  of  the  Mortgagor  to  the  Trustee 
for  certification,  and  any  of  such  bonds  which  such  suc- 
cessor corporation  shall  thereafter,  in  accordance  with 
the  provisions  of  this  indenture,  cause  to  be  executed  and 
delivered  to  the  Trustee  for  such  purpose.  All  the  bonds 
so  issued  shall  in  all  respects  have  the  same  legal  right 
and  security  as  the  bonds  theretofore  issued  in  accord- 
ance with  the  terms  of  this  indenture  as  if  all  of  said 
bonds  had  been  certified  and  delivered  at  the  date  of  the 
execution  hereof.  Provided,  however,  that  as  a condition 
precedent  to  the  execution  by  such  successor  corporation 
and  the  certification  and  delivery  by  the  Trustee  of  any 
such  additional  bonds  in  respect  of  the  construction  or  ac- 
quisition by  the  successor  corporation  of  additional 
plants,  properties,  permanent  improvements,  extensions 
or  additions,  the  indenture  with  the  Trustee  to  be  ex- 
ecuted and  caused  to  be  recorded  by  the  successor  cor- 
poration as  in  this  Section  91  provided,  shall  contain  a 
conveyance  or  transfer  and  mortgage  in  terms  sufficient 
to  include  such  plants,  properties,  permanent  improve- 
ments, extensions  or  additions;  and  provided  further, 
that  the  lien  created  thereby  shall  have  similar  force, 
effect  and  standing  as  the  lien  of  this  indenture  would 
have  if  the  Mortgagor  should  not  be  consolidated  with 
or  merged  into  such  other  corporation  or  should  not  con- 
vey or  transfer,  subject  to  this  indenture,  all  the  mort- 
gaged and  pledged  property  as  an  entirety,  as  aforesaid, 
to  such  successor  corporation,  and  should  itself  acquire 
or  construct  said  additional  plants,  properties,  perma- 
nent improvements,  extensions  or  additions,  and  request 


217 


Article  XII. 


the  certification  and  delivery  of  bonds  under  the  pro- 
visions of  this  indenture  in  respect  thereof. 

The  Trustee  may  receive  the  certificate  of  any  counsel 
selected  by  it  (who  may  be  of  counsel  to  the  Mortgagor) 
as  conclusive  evidence  that  any  such  indenture  complies 
with  the  foregoing  conditions  and  provisions  of  this  Sec- 
tion 91. 

Section  92.  In  case  the  Mortgagor,  pursuant  to  Sec-  Limitation 
tion  90  hereof,  shall  be  consolidated  with  or  merged  111 
into  any  other  corporation,  or  shall  convey  or  transfer,  merger, 
subject  to  this  indenture,  all  the  mortgaged  and  pledged 
property  as  an  entirety  as  aforesaid,  neither  this  inden- 
ture nor  the  indenture  with  the  Trustee  to  be  executed 
and  caused  to  be  recorded  by  the  successor  corporation 
as  in  Section  91  hereof  provided,  shall  become 
or  be  a lien  upon  any  of  the  properties  or  franchises  of 
the  successor  corporation  except  those  acquired  by  it  from 
the  Mortgagor,  and  except  permanent  improvements,  ex- 
tensions or  additions  appurtenant  thereto,  and  the  ad- 
ditional plants  or  properties,  or  permanent  improve- 
ments, extensions  or  additions  to  or  about  the  plants  or 
properties  of  the  successor  corporation,  made  and  used 
by  it  as  the  basis  for  the  issue  of  additional  bonds  under 
this  indenture  as  herein  provided,  and  such  franchises, 
repairs  and  additional  property  as  may  be  acquired  by 
the  successor  corporation  in  pursuance  of  the  covenants 
herein  contained  to  maintain,  renew  and  preserve  the 
franchises  covered  by  this  indenture  and  to  keep  and 
maintain  the  mortgaged  property  in  good  repair,  working 
order  and  condition,  or  in  pursuance  of  some  other  cov- 
enant or  agreement  hereof  to  be  kept  or  performed  by 
the  Mortgagor. 

Section  93.  The  word  “Mortgagor”  whenever  used  in  Definition  of 
this  indenture  shall  include  such  successor  corporation 
so  complying  with  the  provisions  hereof,  and  in  such  case 


Articles  XII  and  XIII.  218 


the  certificates  or  resolutions  of  the  board  of  directors 
or  officers  of  the  Mortgagor  required  by  the  provisions 
of  this  indenture  may  be  made  by  like  officials  of  such 
successor  corporation. 

Qualifica-  Any  net  earnings  certificate,  as  defined  in  paragraph 
net? earnings  (B)  of  Section  17  hereof,  executed  on  behalf  of 
certificate,  such  successor  corporation  shall,  however,  relate 
and  be  limited  to  the  earnings  of  the  mortgaged 
and  pledged  property,  as  computed  in  said  paragraph 
( B ),  and  not  to  property  subject  to  any  mortgage,  lien 
or  encumbrance  thereon  or  affecting  the  title  thereto 
prior  to  this  indenture,  except  the  First  Mortgage,  if  then 
undischarged,  taxes  for  the  then  current  year  and  liens 
on  property  wThich  notwithstanding  the  existence  of  such 
liens  has  been  made  the  basis  for  the  certification  and 
delivery  of  bonds  pursuant  to  Sections  5 or  6 of  Article 
II  of  the  First  Mortgage  or  to  Sections  20  or  21  hereof. 

Surrender  of  Section  94.  At  any  time  prior  to  the  exercise  of  any 
Mortgagor.  P°wer  by  this  Article  XII  reserved  to  the  Mortgagor  or  a 
purchasing  or  successor  corporation,  the  Mortgagor  may 
surrender  any  such  power  by  delivering  to  the  Trustee 
an  instrument  in  writing  executed  by  its  President  or  a 
Vice-President  under  its  corporate  seal  attested  by  its 
Secretary  or  an  Assistant  Secretary,  accompanied  by 
the  affidavit  of  its  Secretary  or  an  Assistant  Secretary 
that  the  execution  of  such  instrument  was  duly  author- 
ized by  the  vote  of  two-thirds  of  its  board  of  directors, 
;ind  thereupon  the  power  so  surrendered  shall  cease. 

ARTICLE  XIII. 

Concerning  the  Trustee. 

Conditions  Section  95.  As  a condition  precedent  to  the  acceptance 

of  accept-  • • 

ing  trusts,  of  the  trusts  hereof  by  the  Trustee,  it  is  stipulated  and 
agreed  by  and  between  the  parties  hereto  and  all  holders 


219 


Article  XIII. 


of  the  bonds  and  their  appurtenant  coupons  issued  here- 
under, as  follows: 

(a)  The  recitals  of  fact  herein  and  in  said  bonds  Trustee  not 
contained,  (other  than  the  certificate  of  the  Trustee  for1’ metals 
on  said  bonds),  shall  be  taken  as  the  statements  of or  in  other 

' 7 respects. 

the  Mortgagor  and  the  Trustee  assumes  no  respon- 
sibility for  the  correctness  of  the  same.  The  Trus- 
tee makes  no  representation  as  to  the  value  of  the 
mortgaged  and  pledged  property  or  any  part 
thereof,  or  as  to  the  title  of  the  Mortgagor  thereto, 
or  as  to  the  security  afforded  thereby  and  hereby, 
or  as  to  the  validity  of  this  indenture  or  of  the 
bonds  or  coupons  issued  hereunder,  and  the  Trus- 
tee shall  incur  no  responsibility  in  respect  of  such 
matters. 

( b ) The  Trustee  shall  be  under  no  duty  to  file  Trustee  un- 
or  record  or  cause  to  be  filed  or  recorded  this  in-|10erfi]g00‘.l"ty 
denture  as  a mortgage,  conveyance  or  transfer  of1,6001'1  inden- 
real  or  personal  property,  or  otherwise,  or  to  re- 
file or  re-record  or  renew  the  same,  or  to  procure 

any  further,  other,  or  additional  instruments  of 
further  assurance,  or  to  do  any  other  act  which 
may  be  suitable  to  be  done  for  the  better  mainte- 
nance or  continuance  of  the  lien  or  security  hereof, 
or  for  giving  notice  of  the  existence  of  such  lien, 
or  for  extending  or  supplementing  the  same.  The— nor  liable 
Trustee  shall  not  be  liable  for  failure  of  the  of'  Mort-™ 
Mortgagor  to  insure  or  renew  insurance  or  for£ag,,r  t0  in' 

...  . „ . sure,  etc., 

the  responsibility  of  insurers,  or  for  the  failure  of 
the  Mortgagor  to  pay  any  tax  or  taxes  in  respect 
of  the  mortgaged  and  pledged  property,  or  any 
part  thereof,  or  otherwise,  nor  shall  the  Trustee 
be  under  any  duty  in  respect  to  any  tax  which  may 
be  assessed  against  it  or  the  owners  of  the  bonds 
outstanding  hereunder  in  respect  of  the  mort- 
gaged property.  The  Trustee  shall  be  under  no 


Article  XIII. 


220 


— nor  re- 
sponsible for 
disposition 
of  bonds, 
etc. 


Trustee  not 
responsible 
for  acts  of 
its  attor- 
neys, agents, 
etc. 


Trustee  may 
require  in- 
demnity, 


— may  as- 
sume no  de- 
fault exists. 


responsibility  or  duty  with  respect  to  the  dispo- 
sition of  the  bonds  certified  and  delivered  here- 
under or  the  application  of  the  proceeds  thereof 
or  the  application  of  any  moneys  paid  to  the  Mort- 
gagor under  any  of  the  provisions  hereof.  The 
Trustee  may  certify  and  deliver  bonds  prior  to  the 
recordation  of  this  indenture. 

(c)  The  Trustee  may  execute  any  of  the  trusts 
or  powers  hereof  and  perform  any  duty  hereunder, 
itself  or  by  or  through  its  attorneys,  agents  or  em- 
ployees, and  it  shall  not  be  answerable  or  account- 
able for  any  act,  default,  neglect,  or  misconduct 
of  any  such  attorneys,  agents  or  employees,  if  rea- 
sonable care  has  been  exercised  in  appointment 
and  retention,  nor  be  otherwise  answerable  or  ac- 
countable under  any  circumstances  whatsoever, 
except  for  its  own  bad  faith. 

( d ) The  Trustee  shall  be  under  no  obligation 
or  duty  to  perform  any  act  hereunder  or  to  insti- 
tute or  defend  any  suit  in  respect  hereof,  unless 
properly  indemnified  to  its  satisfaction.  The 
Trustee  shall  not  be  required  to  ascertain  or  in- 
quire as  to  the  performance  of  any  of  the  cove- 
nants or  agreements  herein  contained  on  the  part 
of  the  Mortgagor,  and  it  shall  not  be  required  to 
take  notice,  or  be  deemed  to  have  knowledge,  of 
any  default  of  the  Mortgagor  hereunder  and  it 
may  conclusively  assume  that  there  has  been  no 
such  default  unless  and  until  it  shall  have  been 
specifically  notified  in  writing  of  such  default  by 
the  Mortgagor  or  the  holders  of  not  less  than  ten 
per  cent.  (10%)  in  principal  amount  of  the  bonds 
then  outstanding  hereunder.  The  Trustee  shall 
not  be  under  any  obligation  to  take  any  action  in 
respect  of  any  default  or  otherwise,  or  towards 
the  execution  or  enforcement  of  any  of  the  trusts 


221 


Article  XIII. 


hereby  created,  or  to  institute,  appear  in  or  defend— ?ot1r®' 
any  suit  or  other  proceeding  in  connection  there- take  action 
with,  unless  requested  in  writing  so  to  do  by  the®p^ptre 
holders  of  twenty-five  per  cent.  (25%)  (or  inquest, 
the  case  of  action  under  Section  27  hereof 
fifteen  per  cent.  (15%)  ) in  principal  amount  of 
the  bonds  then  outstanding  hereunder;  but  this 
provision  shall  not  affect  any  discretionary  power 
herein  given  to  the  Trustee. 

Except  as  herein  otherwise  provided,  any  notice  How  notice 
or  demand  which  by  any  provision  of  this  inden-  Mortgagor, 
ture  is  required  or  permitted  to  be  given  or  served 
by  the  Trustee  on  the  Mortgagor  shall  be  deemed 
to  have  been  sufficiently  given  and  served,  for 
all  purposes,  by  being  deposited  postage  prepaid 
in  a post-office  letter  box  in  the  City  of  New  York, 
addressed  (until  another  address  is  filed  by  the 
Mortgagor  with  the  Trustee)  as  follows:  Ala- 
bama Power  Company,  Birmingham,  Alabama. 


(e)  The  Trustee  shall  be  protected  in  acting  Trustee  pro- 
upon  any  notice,  resolution,  request,  consent,  order,  acting, 
certificate,  report,  opinion,  bond,  or  other  paper 
or  document  believed  by  it  to  be  genuine  and  to 
have  been  signed  by  the  proper  party  or  parties. 

Whenever  the  existence  or  non-existence  of  any 
fact  or  other  matter  shall  be  material,  the  Trustee 
shall,  unless  herein  elsewhere  provided  to  the  con- 
trary, be  protected  in  acting  or  refraining  from 
acting  under  any  provision  of  this  indenture,  in 
relying  upon  a certificate  as  to  the  existence  or 
non-existence  of  any  such  fact  or  matter  signed 
by  the  President  or  a Vice-President  and  the 
Secretary  or  an  Assistant  Secretary  or  the 
Treasurer  or  an  Assistant  Treasurer  of  the  Mort- 
gagor, but  in  its  discretion  the  Trustee  may,  in 
lieu  thereof,  accept  other  evidence  of  such  fact  or 


Article  XIII. 


222 


matter,  or  may  require  such  further  or  additional 
evidence  as  to  it  may  seem  reasonable.  Hie 
Trustee  may  consult  with  counsel,  and  the  opinion 
of  such  counsel  to  it  shall  be  full  and  complete 
authorization  and  protection  in  respect  of  any  ac- 
tion taken  or  suffered  by  it  hereunder  in  good 
faith  and  in  accordance  with  the  opinion  of  such 
counsel.  The  Trustee  shall  not  be  under  any 
responsibility  for  the  selection,  appointment  or 
approval  of  any  engineer  or  counsel  for  any  of 
the  purposes  expressed  in  this  indenture. 

Ifpon  any  application  for  the  certification  and 
delivery  of  bonds  hereunder  or  for  the  payment  of 
any  moneys  held  by  the  Trustee  under  any  pro- 
vision of  this  indenture,  or  for  the  execution 
of  any  release,  the  resolutions,  certificates,  state- 
ments, opinions,  reports  and  orders  required  by 
any  of  the  provisions  of  this  indenture  to  be  de- 
livered to  the  Trustee  as  a condition  of  the  grant- 
ing of  such  application  may  be  received  by  the 
Trustee  as  conclusive  evidence  of  any  fact  or  mat- 
ter therein  set  forth  and  shall  be  full  warrant, 
authority  and  protection  to  the  Trustee  acting  on 
the  faith  thereof,  not  only  in  respect  of  the  facts 
but  also  in  respect  of  the  opinions  therein  set 
forth;  and  before  granting  any  such  application 
the  Trustee  shall  not  be  bound  to  make  any  further 
investigation  into  the  matters  stated  in  any  such 
resolution,  certificate,  statement,  opinion,  report 
or  order,  unless  requested  in  writing  so  to  do  by 
the  holders  of  not  less  than  ten  per  cent.  (10%) 
in  principal  amount  of  the  outstanding  bonds  and 
furnished  with  adequate  security  and  indemnity 
against  the  costs  and  expenses  of  such  examina- 
tion; but  it  may  do  so.  If  the  Trustee  shall  deter- 
mine or  shall  be  requested,  as  aforesaid,  to  make 


223 


Article  XIII. 


such  further  inquiry,  it  shall  be' entitled  to  examine  When  Trua- 
the  boobs,  records  arid  premises  of  the  Mortgagor,  make  exam- 
either  personally  or  by  agent  or  attorney ; and  un- inatlons- 
less  satisfied  with  or  without  such  examination  of 
the  truth  and  accuracy  of  the  matters  stated  in 
such  resolutions,  certificate,  statement,  report  or 
order,  it  shall  be  under  no  obligation  to  grant 
the  application,  except  as  provided  by  Section  27 
hereof.  If  after  such  examination  or  other  inquiry 
the  Trustee  shall  determine  to  grant  the  application 
it  shall  not  be  liable  for  any  action  taken  in  good 
faith.  The  reasonable  expense  of  every  such 
examination  shall  be  paid  by  the  Mortgagor, 
or  if  paid  by  the  Trustee  shall  be  repaid  by  the 
Mortgagor,  upon  demand,  with  interest  at  the 
rate  of  six  per  cent.  (6%)  per  annum,  and  such 
repayment  shall  be  secured  by  a lien  on  the  mort- 
gaged and  pledged  property  and  the  proceeds 
thereof  prior  to  the  lien  of  the  bonds  and  coupons 
issued  hereunder. 

Except  as  herein  otherwise  expressly  provided  ^ow  request, 
any  request,  direction  or  order  of  the  Mortgagor  Mortgagor 
mentioned  shall  be  expressed  by  a resolution  of  p°egseedexand 
its  board  of  directors  or  the  executive  committee  evidenced, 
of  the  Mortgagor,  and  the  same  shall  be  evi- 
denced to  the  Trustee  by  a copy  thereof  certified 
as  such  by  the  Secretary  or  an  Assistant  Sec- 
retary of  the  Mortgagor,  and  the  Trustee  may 
accept  such  copy  as  conclusive  evidence  of  the 
adoption  of  such  resolution  and  of  the  facts  and 
statements  therein  contained. 

(/)  Except  as  herein  otherwise  expressly  pro-When  Trus- 
vided  the  Trustee  shall  allow  and  credit  to  the  interest. 
Mortgagor  interest  on  any  moneys  received  by  it 
hereunder  at  such  rates  as  it  allows  at  the  same 
time  upon  other  deposits  of  similar  character. 


Article  XIII. 


224 


Compensa- 
tion of  Trus 
tee. 


Resignation 
of  Trustee. 


Removal  of 
Trustee. 


( g ) The  Mortgagor  shall  pay  to  the  Trustee 
from  time  to  time  a reasonable  compensation  for 
all  services  rendered  hereunder,  and  also  all  its 
reasonable  expenses,  charges,  counsel  fees  and 
other  disbursements  and  those  of  its  attorneys, 
agents  and  employees,  incurred  in  and  about  the 
administration  and  execution  of  the  trusts  hereby 
created,  and  the  performance  of  its  powers  and 
duties  hereunder.  In  default  of  such  payments  by 
the  Mortgagor,  the  Trustee  shall  have  a lien  there- 
for on  the  mortgaged  and  pledged  property  and 
the  proceeds  thereof  prior  to  the  lien  of  the  bonds 
and  coupons  issued  hereunder. 

Section  96.  The  Trustee,  or  any  successor  or  succes- 
sors hereafter  appointed,  or  any  of  them,  may  at  any 
time  resign  and  be  discharged  of  the  trusts  hereby  created 
by  giving  written  notice  to  the  Mortgagor  and  thereafter 
publishing  notice  thereof,  specifying  a date  when  such 
resignation  shall  take  effect,  once  a week  for  three  (3) 
successive  weeks  in  a daily  newspaper  published  in  the 
City  of  New  York  (in  the  Borough  of  Manhattan),  and 
such  resignation  shall  take  effect  upon  the  day  specified 
in  such  notice  (which  may  be  before  the  expiration  of 
such  three  weeks)  unless  previously  a successor  trustee 
shall  have  been  appointed  by  the  bondholders  as  herein- 
after provided,  in  which  event  such  resignation  shall 
take  effect  immediately  on  the  appointment  of  such  suc- 
cessor trustee. 

Section  97.  The  Trustee,  or  any  successor  or  succes- 
sors hereafter  appointed,  may  be  removed  at  any  time  by 
an  instrument  or  concurrent  instruments  in  writing  filed 
with  the  Trustee,  or  such  successor  Trustee,  and  signed 
by  the  holders  of  a majority  in  principal  amount  of  the 
bonds  then  outstanding  hereunder. 


225 


Article  XIII. 


Section  98.  In  case  at  any  time  the  Trustee,  or  any^^oi“f‘ 
successor  or  successors  hereafter  appointed,  shall  resign,  Trustee, 
or  shall  be  removed  or  shall  become  incapable  of  acting, 
or  shall  be  adjudged  a bankrupt  or  insolvent,  or  if  a re- 
ceiver of  the  Trustee  or  of  any  such  successor  or  of  its 
property  shall  be  appointed,  or  if  the  Superintendent  of 
Banks  of  the  State  of  New  York  or  other  public  officer 
shall  take  charge  or  control  of  the  Trustee  or  of  any  such 
successor  or  of  its  property  or  affairs,  a successor  or  suc- 
cessors may  be  appointed  by  the  holders  of  a major- 
ity in  principal  amount  of  the  bonds  then  outstanding 
hereunder,  by  an  instrument  or  concurrent  instruments 
in  writing  signed  and  acknowledged  by  such  bondholders 
or  by  their  attorneys  in  fact  duly  authorized,  and  de- 
livered to  such  new  -trustee,  notification  thereof  being 
given  to  the  Mortgagor ; provided,  nevertheless,  that  until 
a new  trustee  shall  be  appointed  by  the  bondholders  as 
aforesaid,  the  Mortgagor,  by  instrument  executed  by  or- 
der of  its  board  of  directors  and  duly  acknowledged  by 
its  proper  officers,  may  appoint  a trustee  to  fill  such 
vacancy  until  a new  trustee  shall  be  appointed  by  the 
bondholders  as  herein  authorized.  The  Mortgagor  shall 
publish  notice  of  any  such  appointment  by  it  made  once 
in  each  week  for  two  (2)  consecutive  weeks,  in  a daily 
newspaper  published  in  the  City  of  Birmingham,  Ala- 
bama, and  in  a daily  newspaper  published  in  the  City  of 
New  York  (in  the  Borough  of  Manhattan).  Any  new 
trustee  appointed  by  the  Mortgagor  shall,  immediately 
and  without  further  act,  be  superseded  by  a trustee  ap- 
pointed by  the  bondholders,  as  above  provided. 

If  in  a proper  case  no  appointment  of  a successor  trus- 
tee  shall  be  made  pursuant  to  the  foregoing  provisions 
of  this  Article  XIII  within  six  months  after  a vacancy 
shall  have  occurred  in  the  office  of  trustee,  the  holder  of 
any  bond  outstanding  hereunder  or  any  retiring  trustee 
may  apply  to  any  court  of  competent  jurisdiction  to  ap- 


Article  XIII.  226- 

point  a successor  trustee.  Said  court  may  thereupon 
after  such  notice,  if  any,  as  such  court  may  deem  proper 
and  prescribe,  appoint  a successor  trustee. 

Any  trustee  appointed  under  the  provisions  of  this 
Article  XIII  in  succession  to  the  Trustee  shall  be  a trust 
company  organized  under  the  laws  of  the  State  of  New 
York  or  a national  bank  and  having  its  principal  office 
for  the  transaction  of  business  in  the  Borough  of  Man- 
hattan, City  of  New  York,  having  a capital  and  surplus 
aggregating  at  least  five  million  dollars  ($5,000,000), 
if  there  be  such  a trust  company  or  national  bank  will- 
ing and  able  to  accept  the  trust  on  reasonable  and  cus- 
tomary terms. 

New  Trus-  Section  99..  Any  successor  trustee  appointed  hereun- 
ecute  ° instru-  der  shall  execute,  acknowledge  and  deliver  to  its  predeces- 
ment  of  ac-  sor  trustee,  and  also  to  the  Mortgagor,  an  instrument  ac- 
etc. cepting  such  appointment  hereunder,  and  thereupon  such 

successor  trustee,  without  any  further  act,  deed  or  con- 
veyance shall  become  fully  vested  with  all  the  estates, 
properties,  rights,  powers,  trusts,  duties,  and  obligations 
of  its  predecessor  in  trust  hereunder,  with  like  effect  as 
if  originally  named  as  trustee  herein;  but  the  trustee 
ceasing  to  act,  shall  nevertheless,  on  the  written  request 
of  the  Mortgagor,  or  of  the  successor  trustee,  execute, 
acknowledge  and  deliver  such  instruments  of  convey- 
ance and  further  assurance  and  do  such  other  things  as 
may  reasonably  be  required  for  more  fully  and  certainly 
vesting  and  confirming  in  such  successor  trustee  all  the 
right,  title  and  interest  of  the  trustee  which  it  succeeds 
in  and  to  the  mortgaged  and  pledged  property  and  such 
rights,  powers,  trusts,  duties  and  obligations,  and  the 
trustee  ceasing  to  act  shall  also,  upon  like  request,  pay 
over,  assign  and  deliver  to  the  successor  trustee  any 
money  or  other  property  subject  to  the  lien  of  this  mort- 
gage, including  the  pledged  securities,  which  may  then  be 
in  its  possession.  Should  any  deed,  conveyance  or  in- 


227 


Article  XIII. 


strument  in  writing  from  the  Mortgagor  be  required  by 
the  new  trustee  for  more  fully  and  certainly  vesting  in 
and  confirming  to  such  new  trustee  such  estates,  rights, 
powers  and  duties,  any  and  all  such  deeds,  conveyances 
•and  instruments  in  writing  shall,  on  request,  be  executed, 
acknowledged  and  delivered  by  the  Mortgagor. 

Section  10©.  Any  company  into  which  the  Trustee  Merger  of 
may  be  merged  or  with  which  it  may  be  consolidated  orTrustee- 
any  company  resulting  from  any  merger  or  consolidation 
to  which  the  Trustee  shall  be  a party,  provided  such  com- 
pany shall  be  a corporation  organized  under  the  laws  of 
the  State  of  New  York  or  a national  bank  and  have  its 
principal  office  for  the  transaction  of  its  business  in  the 
Borough  of  Manhattan  in  the  City  of  New  York,  shall  be 
the  successor  Trustee  under  this  indenture,  without  the 
execution  or  filing  of  any  paper  or  the  performance  of  any 
further  act  on  the  part  of  any  other  parties  hereto,  any- 
thing herein  to  the  contrary  notwithstanding.  In  case  any 
of  the  bonds  contemplated  to  be  issued  hereunder  shall 
have  been  certified  but  not  delivered,  any  such  successor 
trustee  may  adopt  the  certificate  of  authentication  of  the 
original  Trustee  or  of  any  successor  to  it,  as  trustee 
hereunder,  and  deliver  the  same  so  authenticated;  and 
in  case  any  of  said  bonds  shall  not  have  been  certified, 
any  successor  trustee  may  certify  such  bonds  either  in 
the  name  of  any  predecessor  hereunder  or  in  the  name 
of  the  successor  trustee,  and  in  all  such  cases  such  cer- 
tificate shall  have  the  full  force  which  it  is  anywhere 
in  said  bonds  or  this  indenture  provided  that  the  cer- 
tificate of  the  Trustee  shall  have. 


Articles  XIV  and  XV.  228 


Discharge 
of  Mort- 
gage. 


Benefits  of 
indenture 
confined  to 
parties. 


ARTICLE  XIV. 

Discharge  of  Mortgage. 

Section  101.  The  Trustee  may,  and  upon  re- 
quest of  the  Mortgagor  shall,  cancel  and  dis- 
charge the  lien  of  these  presents,  and  execute  and 
deliver  to  the  Mortgagor  such  deeds  and  instru- 
ments as  shall  be  requisite  to  satisfy  the  lien  hereof, 
and  reconvey  and  transfer  to  the  Mortgagor  the  mort- 
gaged and  pledged  property,  whenever  all  indebtedness 
secured  hereby  shall  have  been  paid,  including  all  proper 
charges  of  the  Trustee  hereunder.  For  this  purpose 
bonds  for  the  purchase  or  redemption  of  which  money 
shall  have  been  set  apart  by  or  paid  to  the  Trustee  under 
the  provisions  of  Articles  V,  VI,  and  VII  hereof  and 
matured  bonds  for  the  payment  of  which  money  shall  have 
been  deposited  with  the  Trustee  shall  be  deemed  to  be 
paid. 


ARTICLE  XV. 

Miscellaneous. 

Section  102.  Nothing  in  this  indenture,  expressed  or 
implied,  is  intended  or  shall  be  construed,  to  confer  upon 
or  to  give  to,  any  person  or  corporation,  other  than  the 
parties  hereto  and  the  holders  of  the  bonds  outstanding 
hereunder,  any  right,  remedy,  or  claim  under  or  by  rea- 
son of  this  indenture  or  any  covenant,  condition  or  stipu- 
lation hereof ; and  all  the  covenants,  stipulations,  prom- 
ises and  agreements  in  this  indenture  contained  by  and 
on  behalf  of  the  Mortgagor  shall  be  for  the  sole  and  ex- 


229 


Article  XV. 


elusive  benefit  of  the  parties  hereto,  and  of  the  holders 
of  the  bonds  and  of  the  coupons  outstanding  hereunder. 

Section  103.  Whenever  in  this  indenture  either  of  the  Successors 
parties  hereto  is  named  or  referred  to,  this  shall  befnd  ^S113 
deemed  to  include  the  successors  or  assigns  of  such  etc. 
party,  and  all  the  covenants  and  agreements  in  this  in- 
denture contained  by  or  on  behalf  of  the  Mortgagor  or 
by  or  on  behalf  of  the  Trustee,  shall  bind  and  enure  to 
the  benefit  of  the  respective  successors  and  assigns  of 
such  parties,  whether  so  expressed  or  not.  The  term 
“engineer”  as  used  herein  means  a person  or  an  engi- 
neering corporation. 


Section  104.  This  indenture  may  be  simultaneously  indenture 
executed  in  any  number  of  counterparts,  and  all  said  exe™ted  in 

J c 7 counter- 

counterparts  executed  and  delivered,  each  as  an  original,  parts, 
shall  constitute  but  one  and  the  same  instrument. 

In  witness  whereof,  the  Alabama  Power  Company,  Testi- 
party  hereto  of  the  first  part,  has  caused  its  corporate monium- 
name  to  be  hereunto  affixed,  and  this  instrument  to  be 
signed  by  its  President  or  a Vice-President,  and  its  cor- 
porate seal  to  be  hereunto  affixed  and  attested  by  its  Sec- 
retary or  an  Assistant  Secretary  for  and  in  its  behalf; 
the  United  States  Mortgage  and  Trust  Company,  party 
hereto  of  the  second  part,  in  token  of  its  acceptance  of 
the  trust  hereby  created,  has  caused  its  corporate  name 
to  be  hereunto  affixed,  and  this  instrument  to  be  signed 
by  its  President  or  a Vice-President  and  its  corporate 
seal  to  be  hereunto  affixed  and  attested  by  its  Secretary 


230 


or  an  Assistant  Secretary,  all  as  of  the  day  and  year  first 
above  written. 


[seal] 

Attest : 

Stephen  A.  Dawley, 
Assistant  Secretary 


Alabama  Power  Company, 

By 

R.  A.  Mitchell, 

Vice-President. 


Signed,  sealed  and  delivered  by 
the  Alabama  Power  Com- 
pany, in  the  presence  of 

R.  H.  Sherman. 
W.  J.  Wittman, 


United  States  Mortgage  and  Trust  Company, 

Trustee, 


By 


[seal] 

Attest : 

T.  W.  B.  Middleton, 

Assistant  Secretary. 


Calvert  Brewer, 

Vice-President. 


Signed,  sealed  and  delivered  by 
the  United  States  Mortgage 
and  Trust  Company,  in  the 
presence  of 


R.  H.  Sherman. 
W.  J.  Wittman, 


231 


State  of  New  York,^ 

‘ County  of  New  York,  j 00 


I,  H.  C.  Ottiwell,  a Notary  Public  in  and 
for  said  county  in  said  state,  hereby  certify  that 
R.  A.  Mitchell,  whose  name  as  Vice-President  of 
the  Alabama  Power  Company,  a corporation,  is  signed 
to  the  foregoing  indenture,  and  who  is  known  to  me,  ac- 
knowledged before  me  on  this  day  that,  being  informed 
of  the  contents  of  said  indenture,  he,  as  such  officer  and 
with  full  authority,  executed  the  same  voluntarily  for 
and  as  the  act  of  said  corporation. 


Given  under  my  hand  and  seal  this  23rd  day  of  June, 

1921. 


H.  C.  Ottiwell, 

[seal]  Notary  Public,  Kings  County. 

Kings  Co.  Clerk’s  No.  15. 

Kings  Co.  Register’s  No.  2016. 

New  York  Co.  Clerk’s  No.  46. 

New  York  Register’s  No.  2047. 
Commission  Expires  March  30,  1922. 


232 


State  of  New  York,) 

County  of  New  York,^’11 


I,  H.  C.  Ottiwell,  a Notary  Public  in  and  for 
said  county  in  said  state,  hereby  certify  that 
Calvert  Brewer,  whose  name  as  Vice-President  of  the 
United  States  Mortgage  and  Trust  Company,  a corpora- 
tion, is  signed  to  the  foregoing  indenture,  and  who  is 
known  to  me,  acknowledged  before  me  on  this  day  that, 
being  informed  of  the  contents  of  said  indenture,  he, 
as  such  officer  and  with  full  authority,  executed  the  same 
voluntarily  for  and  as  the  act  of  said  corporation. 

Given  under  my  hand  and  seal  this  23rd  day  of  June, 
1921. 


H.  C.  Ottiwell, 

[seal]  Notary  Public,  Kings  County. 

Kings  Co.  Clerk’s  No.  15. 

Kings  Co.  Register’s  No.  2016. 

New  York  Co.  Clerk’s  No.  46. 

New  York  Co.  Register’s  No.  2047. 
Commission  Expires  March  30,  1922. 


State  of  New  York,  1 
County  of  New  York, ) ss' 


No.  63389  Series  B.  Form  2 


I,  William  F.  Schneider,  Clerk  of  the  County  of  New  York,  and  also 
Clerk  of  the  Supreme  Court  in  and  for  said  County, 

Do  Hereby  Certify,  That  said  Court  is  a Court  of  Record,  having  by 
law  a seal;  that  H.  C.  Ottiwell,  whose  name  is  subscribed  to  the  annexed 
certificate  or  proof  of  acknowledgment  of  the  annexed  instrument  was  at 
the  time  of  taking  the  same  a Notary  Public  acting  in  and  for  said 
county,  duly  commissioned  and  sworn,  and  qualified  to  act  as  such ; that 
he  has  filed  in  the  Clerk’s  Office  of  the  County  of  New  York  a certified 
copy  of  his  appointment  and  qualification  as  Notary  Public  for  the  County 
of  Kings  with  his  autograph  signature;  that  as  such  Notary  Public  he 
was  duly  authorized  by  the  laws  of  the  State  of  New  York  to  protest 
notes;  to  take  and  certify  depositions;  to  administer  oaths  and  affirma- 
tions; to  take  affidavits  and  certify  the  acknowledgment  and  proof  of 
deeds  and  other  written  instruments  for  lands,  tenements  and  hereditaments, 
to  be  read  in  evidence  or  recorded  in  this  state;  and  further,  that  I am 
well  acquainted  with  the  handwriting  of  such  Notary  Public  and  verily 
believe  that  his  signature  to  such  proof  or  acknowledgment  is  genuine. 


In  Testimony  Whereof,  I have  hereunto  set  my  hand  and  affixed  the 
seal  of  said  Court  at  the  City  of  New  York,  in  the  County  of  New  York, 
this  23  day  of  June,  1921. 

William  F.  Schneider, 

Clerk. 


[seal] 


233 


State  of  Alabama,  ( 

Autauga  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  11  o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  113,  page  1 et  seq.,  and  examined. 

M.  A.  Graham, 

Judge  of  Probate. 


State  of  Alabama,  \ 

Bibb  County,  j 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  3:15  o’clock  P.  M.,  and  recorded  in  Mortgage 
Record  32,  Page  1 et  seq.,  and  examined. 

W.  J.  Nicholson, 

Judge  of  Probate. 


State  of  Alabama,  \ 

Calhoun  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  8:20  o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  246,  Page  1,  and  examined. 

Thos.  W.  Coleman, 

Judge  of  Probate. 


234 


State  of  Alabama,  \ 

Chambers  County,  f 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  tiled  in  this  office  for  record,  June 
27,  1921,  at  4 o’clock  P.  M.,  and  recorded  in  Mortgage 
Record  129,  Page  1,  and  examined. 

Chas.  E.  Fuller, 

Judge  of  Probate. 


State  of  Alabama,  j 
Cherokee  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  8 o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  79,  Page  1,  and  examined. 

J.  L.  Savage, 

Judge  of  Probate. 


State  of  Alabama,  } 

Chilton  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
25,  1921,  at  5:30  o’clock  P.  M.,  and  recorded  in  Mortgage 
Record  185,  Page  1,  and  examined. 

L.  H.  Reynolds, 

Judge  of  Probate. 


235 


State  of  Alabama,  £ 

Clay  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  9 o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  65,  Page  95  et  seq.,  and  examined. 

C.  S.  Phillips, 

Judge  of  Probate. 


State  of  Alabama,  \ 

Colbert  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  2 o’clock  P.  M.,  and  recorded  in  Mortgage 
Record  101,  Page  1,  and  examined. 

N.  P.  Tompkins, 

Judge  of  Probate. 


State  of  Alabama,  \ 

Coosa  County  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  2 o’clock  P.  M.,  and  recorded  in  Mortgage 
Record  130,  Page  1,  et  seq.,  and  examined. 

Geo.  H.  Stewart, 

Judge  of  Probate. 


236 


State  of  Alabama,  ( 

Dallas  County,  j 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 

27,  1921,  at  3:00  o’clock  P.  M.,  and  recorded  in  Mortgage 
Record  273,  Page  1 to  22  inc.,  and  examined. 

W.  M.  Vaughan, 

Judge  of  Probate. 

State  of  Alabama,  \ 

Dekalb  County  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 

27,  1921,  at  9 o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  107,  Page  1 et  seq.,  and  examined. 

Jas.  A.  Croley, 

Judge  of  Probate. 


State  of  Alabama,  } 

Elmore  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
28,  1921,  at  9 o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  342,  Page  1,  and  examined. 

L.  C.  Smith, 

Judge  of  Probate. 


237 


State  of  Alabama,  | 

Etowah  County,  j 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
25th,  1921,  at  1 o’clock  P.  M.,  and  recorded  in  Mortgage 
Record  130,  Page  4 et  seq.,  and  examined. 

L.  L.  Herzberg, 

Judge  of  Probate. 


State  of  Alabama,  \ 

Franklin  County,  £ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  1 o’clock  P.  M.,  and  recorded  in  Mortgage 
Record  54,  Page  161,  and  examined. 

A.  W.  Hargett, 

Judge  of  Probate. 


State  of  Alabama,  \ 

Jackson  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  8 o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  99,  Page  41  et  seq.,  and  examined. 

A.  H.  Moody, 

Judge  of  Probate. 


State  of  Alabama,*^ 
-Jefferson  County,  \ 


I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
25,  1921,  at  2:40  o’clock  P.  M.,  and  recorded  in  Mortgage 
Record  1101,  Page  270,  and  examined  this  July  6th,  1921. 

J.  P.  Stiles, 

Judge  of  Probate. 


State  of  Alabama,  ) ~ . . 

Jefferson  County,  \ Bessemer  Division 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
25,  1921,  at  4:10  o’clock  P.  M.,  and  recorded  in  Mortgage 
Record  31,  Page  155,  and  examined. 

J.  P.  Stiles, 

Judge  of  Probate. 


State  of  Alabama,  \ 

Lauderdale  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  27  June,  1921, 
at  10:20  o’clock  A.  M.,  and  recorded  in  Mortgage  Record 
147,  Page  1 to  22,  and  examined. 

J.  F.  Koonce, 

Judge  of  Probate. 


239 


State  of  Alabama,  \ 

Lawrence  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27, 1921,  at  12:27  o’clock  P.  M.,  and  recorded  in  Mortgage 
Record  200,  Page  1 et  seq.,  and  examined. 

J.  E.  Kumpe, 

Judge  of  Probate. 


State  of  Alabama,  } 

Lee  County,  \ 

1 hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  11:30  o’clock  A.  M.,  and  recorded  in  Mort- 
gage Record  139,  Page  1,  and  examined. 

G.  P.  Butler, 

Judge  of  Probate. 


State  of  Alabama,  ] 

Limestone  County,  j 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27, 1921,  at  11:40  o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  207,  Page  1,  and  examined. 

Geo.  Malone, 

Judge  of  Probate. 


240 


State  of  Alabama,  \ 

Macon  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  8 o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  134,  Page  1,  and  examined. 

M.  B.  Abercrombie, 

Judge  of  Probate. 


State  of  Alabama,  \ 

Madison  County,  ( 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  27  June, 
1921,  at  11  o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  181,  Page  1,  and  examined. 

Thos.  W.  Jones, 

Judge  of  Probate. 


State  of  Alabama,  | 

Marshall  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  9:25  o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  72,  Page  1,  and  examined. 

Gordon  Gilbreath, 

Judge  of  Probate. 


241 


State  of  Alabama,  ( 

Morgan  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27th,  1921,  at  9 o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  290,  Pages  1 to  22,  and  examined. 

L.  P.  Troup, 

Judge  of  Probate. 


State  of  Alabama,  } 

Perry  County,  } 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  10  o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  244,  Page  1 et  seq.,  and  examined. 

W.  T.  Harris, 

Judge  of  Probate. 


State  of  Alabama,  \ 

Randolph  County,  ) 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  2:30  o’clock  P.  M.,  and  recorded  in  Mortgage 
Record  63,  Page  1-22  inclusive,  and  examined. 

John  T.  Heflin, 

Judge  of  Probate. 


242 


State  of  Alabama,  [ 

Shelby  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  tiled  in  this  office  for  record,  June 
27,  1921,  at  1:40  o’clock  P.  M.,  and  recorded  in  Mortgage 
Record  135,  Page  1,  and  examined. 

G.  W.  Weaver, 

Judge  of  Probate. 


State  of  Alabama,  \ 
St.  Clair  County,  \ 


Pell  City 


I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  8 o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  216,  Page  1 et  seq.,  and  examined. 

Perkins  McClendon, 

Judge  of  Probate. 


State  of  Alabama,  \ 

St.  Clair  County,  \ 

I hereby  certify  that  the  within  conveyance  was  filed 
in  this  office  for  record  on  the  27th  day  of  June,  1921,  at 
4 o’clock  P.  M.,  and  duly  recorded  in  Mortgage  Record 
No.  72,  page  one  and  examined. 

Perkins  McClendon, 

Judge  of  Probate. 


243 


State  of  Alabama,  \ 

Talladega  County,  f 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  10  o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  163,  Page  1 et  seq.,  and  examined. 

E.  H.  Hammett, 

Judge  of  Probate. 


State  of  Alabama,  ( 

Tallapoosa  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  11  o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  185,  Page  1,  and  examined. 

W.  G.  Carleton, 

Judge  of  Probate. 


State  of  Alabama,  \ 

Tuscaloosa  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  10  o’clock  A.  M.,  and  recorded  in  Mortgage 
Record  231,  Page  1 to  22,  and  examined. 

W.  W.  Brandon, 

Judge  of  Probate. 


244 


State  of  Alabama,  ) 

Walker  County,  J 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
25,  1921,  at  6:45  o’clock  P.  M.,  and  recorded  in  Mortgage 
Record  232,  Page  63  et  seq.,  and  examined. 

E.  W.  Long, 

Judge  of  Probate. 


State  of  Alabama,  \ 

Winston  County,  \ 

I hereby  certify  that  the  within  mortgage  and  deed 
of  trust  was  filed  in  this  office  for  record,  June 
27,  1921,  at  3 o’clock  P.  M.,  and  recorded  in  Mortgage 
Record  74,  Page  1,  and  examined. 

Jno.  S.  Curtis, 

Judge  of  Probate. 


